Terms and Conditions for Digital
Advertising Services

Last Updated July 2026

1. Ordering of Services

Advertiser shall purchase from Atlanta Journal Constitution, LLC ("AJC") the advertising services ("Services") set forth in any accompanyingadvertising services orders (each an "Order"). Each category ofServices is more particularly described herein. The applicable Order and theseTerms and Conditions for Advertising Services (the "Terms") and anyaddendum or exhibit together constitute the "Agreement." In the eventof a conflict among these Terms, an Order and any other document, these Termsshall govern unless the Order or other document specifically providesotherwise. Advertiser will provide the information or assistance specified inthis Agreement.

2. Key Definitions

Throughout this Agreement

• "Advertiser Provided  Content" means advertising tags, text, data, still pictures, illustrations,     graphics, other visual and audio materials, trade names, trademarks, service marks and metadata that Advertiser provides to AJC or its  Vendor(s) or approves for use in providing the Service.
• "Advertiser Approved Content" means text, data, still pictures, illustrations, graphics, other     visual and audio materials, trade names, trademarks, service marks and metadata that Advertiser approves for AJC to use in providing the Services.
• "Advertiser Content" refers to both Advertiser Approved Content and Advertiser Provided Content.
• "AJC Affiliate" is an entity that controls, is controlled by, or is under common control with AJC.
• "AJC Affiliate Media" means one or more websites,  pages, broadcast stations, search engines or directories, social media outlets, publications or other media (collectively, "Media") which are owned by AJC or an AJC Affiliate or in which AJC or an AJC Affiliate may have ownership interest.
• "Non-AJC Media" means one or more Media owned by an  unrelated third party.
• "Site Owner" shall mean any owner/operator     (which for avoidance of doubt may be AJC, an AJC Affiliate or an unrelated     third party) of a digital (including mobile) property or medium on which     Advertiser Content is placed or through which Advertiser Content is     distributed. For purposes of clarity, "Site Owner" may also mean any third party social media platform(s) and/or ad network(s) through which Advertiser Content is distributed.
• "Subject Media" means AJC Affiliate Media and Non-AJC Media.
• "Vendor" means an AJC Affiliate or other third party acting on AJC's behalf or providing it with services in  support of the Services.

Categories of Services

3. Off-Line Advertising Placement

Advertiser acknowledges and agrees that, if specified in the Order,Advertiser Content may be placed on behalf of Advertiser on AJC-ownedproperties and on any specified third-party properties, including newspapersand magazines, in the frequency specified in the applicable Order. Unlessexpressly stated in the Order, the positioning and size of Advertiser Contentis at AJC's sole discretion. Except as expressly stated in the Order, AJC makesno guarantees with respect to timing, delivery, format, performance, audiencesize or exposure of any Service or Advertiser Content.

4. Digital Advertising Placement

The placement or distribution of Advertiser Content on Subject Media,including websites and mobile apps ("Digital Advertising Placement"),is subject to the additional terms set out in this Section.

4.1 Digital Advertising Content

Advertiser acknowledges and agrees that (i) Advertiser Content may beplaced on behalf of Advertiser on Subject Media by AJC, which placements AJCshall use commercially reasonable efforts to ensure are pursuant to termssubstantially similar to the IAB/AAAA Standard Terms and Conditions forInternet Advertising for Media Buys One Year or Less, version 3.0 located at https://www.iab.com/wp-content/uploads/2015/06/IAB_4As-tsandcs-FINAL.pdf("IAB Terms"); (ii) AJC may execute insertion orders or otheragreements to place such Advertiser Content on Advertiser's behalf; and (iii)Advertiser authorizes AJC to act on its behalf in connection with such Servicesand consents to all such placements made pursuant to the Agreement.

Advertiser agrees to comply with all Advertiser obligations under the IABTerms. Unless otherwise specified in the Order, the positioning and size ofAdvertiser Content is at AJC's or Site Owner's sole discretion. AJC providesAdvertiser with estimated usage in the Order only as a courtesy and shall notbe liable for any claims relating to such usage statistics.

Neither AJC nor Site Owner makes any guarantees with respect to usagestatistics or levels of impressions, click through rates, page views, consumerresponses, impact on sales or other metrics or any other performancecommitments of any Advertiser Content, however AJC will use commerciallyreasonable efforts to fulfill impression targets identified in the Order forAdvertiser Content that is placed on AJC Affiliate Media.

Further, if specified in the Order, AJC will make commercially reasonableefforts to provide Advertiser Content via all "Tier 1" mobiletelephone service providers (currently AT&T, Verizon Wireless, Sprint, andT-Mobile). Advertiser shall provide the Advertising Content to AJC the hereinindicated number of business days before the start date specified in the Order(or, in any case, earlier if requested by AJC). Late submissions may result indelays in the start date. Advertiser shall be liable for any charges assessedby the Site Owner due to delays by Advertiser or its agents in providing theAdvertiser Content.

4.2 Mobile Advertiser Content

Advertiser understands that Mobile Advertiser Content Services shall notinclude delivery or arrangements for delivery of SMS or other text messages,automated or other telephone calls to consumers or Advertiser customers orfacsimile. Requests for such services must be set out expressly in an Order andshall be subject to additional terms and conditions.

4.3 Submission of Advertiser Content

Advertiser shall submit Advertiser Content in accordance with SiteOwner's policies in effect from time to time, including policies regardingformat and submission deadlines. However, AJC or the Site Owner, in its solediscretion, may refuse to include or may remove any particular AdvertiserContent from the Site, as well as reject any URL link embodied in theAdvertiser Content. All expenses connected with the delivery to AJC or the SiteOwner of Advertiser Content shall be paid by Advertiser. AJC and Site Owner maydispose of or delete any such materials at the conclusion of the ad campaign inthe Order.

4.4 Links from Site Owner Site(s)

If the Order contemplates that Site Owner will provide links from anySubject Media to any website owned by or provided on behalf of Advertiser, SiteOwner may nevertheless, in its sole discretion from time to time, eliminate ordisable any link from any of its Subject Media to any such third party websiteif Site Owner in its sole discretion deems any of the content of such websiteeither inappropriate or otherwise objectionable or undesirable (whether foreditorial, legal, business or other reason).

4.5 Ownership

AJC Affiliates or Site Owner own all right, title and interest (includingcopyright) in their respective Subject Media and all user information(including any personally identifiable transactional data or demographicinformation) collected by Site Owner in connection with any campaign hereunder,subject to the rights, if any, of Site Owner's licensors, as well as in anyadvertising material or other content that is furnished by or represents thecreative effort of AJC or Site Owner and their affiliated entities.

Except as stated in an applicable Order, Advertiser shall not place orknowingly permit advertisements that obstruct or interrupt the user'sexperience on any Site Owner's property, including expanding AdvertiserContent, pop-under Advertiser Content or pop-up Advertiser Content. Advertisershall ensure that no spyware, cookies, tracking, snooping or scripting software(e.g. Java Script) or malicious code are included with any of the AdvertiserContent, nor will Advertiser include or place within the Advertiser Content orotherwise any software to track usage or monitor an individual's usage of awebsite or other digital property. AJC and Site Owner reserve the right toaudit the Advertiser's content at any time for such software or code.Advertiser's use of any such software or code shall constitute a materialbreach of this Agreement. Advertiser shall not capture, share or use any personallyidentifiable information from any Subject Media or from any visitors to anysuch Subject Media.

5. Call Tracking

AJC may provide Advertiser a call tracking service that offers inboundcall tracking, routing, recording, classification and transcriptions, specificinformation about the caller, advertising channel information for incomingphone calls, as well as software maintenance and upgrades and customer support,that enable Advertiser to track the performance of its advertising campaigns.

Advertiser acknowledges and agrees that AJC or any Vendor that isutilized to assist in providing call tracking shall have the right to accessAdvertiser's account(s) with the Site Owner and to use, modify, reproduce,distribute, display and disclose any information collected solely to the extentnecessary to provide the call tracking service, including in response to yoursupport requests.

6. Custom Services

Custom Services shall mean all custom design Services for the design ofwebsites performed by AJC on behalf of Advertiser. Custom Services must bespecified in the Order and will require consultation, build/development andreview pursuant to an agreed Statement of Work or schedule.

Further, Advertiser is responsible for reviewing and approving allwebsite development and other content development work performed by AJC. Allright, title and interest to content and functionality developed, owned orarranged by AJC or a Vendor shall be considered AJC Creative (as defined inSection 15). AJC hereby grants to Advertiser a license for the term of theapplicable Order to display, reproduce, transmit, distribute and otherwise usethe Works in the manner contemplated in the Order and subject to the terms ofthis Agreement.

7. SEO/SEM and Listings Services

Search engine optimization ("SEO")/search engine marketing("SEM") and Listings Services shall be subject to the additionalterms set out in this Section.

7.1

SEO involve the use of a variety of tactics at AJC's sole discretion thatare intended to earn search placements with third-party search engines. SEMrelies on paid advertising with search engines for placement in or alongsidesearch results.

7.2

Listing Services include efforts to manage the consistency of Advertiserpublicly available data (address, contact information, name) across internetdirectories and similar resources, the extent of such efforts and theidentities and number of such directories and other resources all determined byAJC in its sole discretion. AJC or Vendor may add Subject Media to Advertiser'ssubscription to listings from time to time. If Subject Media that are includedin Advertiser's subscription to listings is dropped from AJC's publishernetwork, or if Subject Media no longer accept listings from clients that arenot small businesses, then such Subject Media will no longer be included in theService.

7.3

Subject Media that are included in the Services may incorporateAdvertiser's consumers' location data within its databases and may make thelocation data available to its respective data clients both during and afterthe term of the Agreement. Notwithstanding anything herein to the contrary,certain features of listings (for example, synchronization and directorypublication) may not apply to data aggregators, submission Subject Media, ornavigational Subject Media.

7.4

Advertiser may be required by certain Subject Media to agree to suchSubject Media terms and conditions or other policies. In such event, ifAdvertiser wishes to have its content published on such Subject Media,Advertiser hereby agrees to comply with (and to ensure that all AdvertiserContent complies with) all such terms. Upon any actual or alleged failure tocomply with such terms, in addition to our other rights and remedies, AJC willhave the right to immediately suspend access to that Subject Media or suspendprovision of the applicable Service until such failure is cured by Advertiserand, if directed by Subject Media, to terminate the applicable Service (as itrelates to such Subject Media).

7.5

If Advertiser subscribes to a package for listings which allowinternational locations, then the locations purchased for listings may belocated in any country unless prohibited by law. If Advertiser subscribes to apackage for listings that only allow locations in the United States, then thelocations purchased for listings must only be located in the United States ofAmerica.

7.6

If Advertiser purchases duplicate suppression, duplicate suppression isavailable no more than once every three months. AJC makes no guarantee that allduplicate listings will be identified and removed.

8. Reputation Management

AJC may provide Advertiser reputational management services, includingthe monitoring of directory and review websites, notification to Advertiser ofpublic comments or criticisms of Advertiser or its products or services, andadvice to Advertiser on potential responses.

If AJC chooses to provide this service, Advertiser acknowledges andaccepts that AJC has the sole discretion in determining the extent of any suchmonitoring, notification and advice, including which websites to monitor, and AJCexpressly disclaims any representation or warranty of completeness or accuracyand any and all liability arising out of or otherwise resulting from anynotifications or advice it may provide to Advertiser.

General Terms

9. Authority and Non-Exclusivity

In providing the Services, AJC may purchase advertising and engage inadvertising services on Advertiser's behalf, pursuant to Advertiser'sinstruction and control. Advertiser acknowledges and agrees that (i) thisAgreement authorizes AJC to contract for and place such advertisements andprovide such advertising services on behalf of Advertiser and (ii) Advertisershall pay any amounts owed under such contractual arrangements. With respect toboth AJC and Advertiser, the Services shall be non-exclusive during the Term.

10. Term and Termination

The term of the Agreement ("Term") is as stated in the Order.Unless otherwise stated in the Order, either AJC or Advertiser may terminatewithout cause upon sixty (60) days' prior written notice to the other;provided, however, that such termination by Advertiser will not excuseAdvertiser from paying in full for all Services provided as of the date oftermination or for non-cancellable third-party fees or expenses incurred by AJCfor Advertiser.

Either Advertiser or AJC may terminate if the other party is in materialbreach and such breach is not cured within twenty (20) days of written noticefrom the non-breaching party; provided, however, that AJC may terminateimmediately if Advertiser fails to pay any invoice when due. AJC mayimmediately terminate all or a portion of the Agreement or any Order if anyagreement between AJC and any third party necessary to provide all or anapplicable aspect of the Services is terminated.

Upon termination, all charges for Services performed before thetermination date and all non-cancellable expenses incurred by AJC shall becomeimmediately due and payable. Upon termination, AJC will retain any AdvertiserContent for a period of thirty (30) days. During such time, Advertiser mayrequest to reinstate any Services or request that a copy of the AdvertiserContent be transferred to Advertiser or another third party. Should Advertiserrequest any Advertiser Content to be transferred to Advertiser or another thirdparty during the first thirty six (36) months of the Agreement, Advertisershall pay a transfer fee to AJC as stated in the Order. From thirty (30) daysafter expiration or termination and thereafter, all Advertiser Content may bedeleted by AJC in AJC's sole discretion.

11. Payment

Invoices are deemed correct absent written objection from Advertiserwithin thirty (30) days of delivery or presentation. All invoiced amounts arepayable to AJC. Payment is not considered made unless delivered to and receivedby AJC. All payments are due within thirty (30) days of the applicable invoicedate, unless otherwise provided for in any Order (whether single or recurring)and may be due in advance of the performance of the Services.

AJC may assess interest of 1.50% per month (or the highest rate permittedby law, if less) on any overdue balance, unless disputed in writing and in goodfaith by Advertiser within thirty (30) days of the date of the applicableinvoice (or, if a shorter period is prescribed for payment, before the paymentdue date). Upon any failure by Advertiser to make payment, Advertiser isresponsible for all reasonable expenses (including attorneys' fees) incurred byAJC or Vendor(s) in the collection of such amounts. Advertiser is responsiblefor paying any applicable taxes applied to the Services, except for taxes on AJC'sincome.

12. Changes to Rates and Other Terms

Once invoiced, rates are not subject to change during the initial Term asset forth on the Order, except in the case of unforeseen changes in costsassessed by third parties to AJC, in which case AJC may pass along thoseincreased costs.

SUBJECT TO THE FOREGOING AND TO SECTION 1, AJC RESERVES THE RIGHT TOAMEND THE TERMS, CONDITIONS, RATES AND ANY OTHER PROVISIONS SPECIFIED IN THESETERMS UPON THIRTY (30) DAYS' ADVANCE NOTICE THROUGH POSTING OF THESE REVISEDTERMS.

Changes that materially impact the rights or obligations of Advertiserwill be notified to Advertiser at the email address indicated on the applicableOrder. If AJC exercises this right, Advertiser may, at any time within saidthirty (30) days, by written notice to AJC, cancel the Agreement (or anyparticular Order), and, in that event, the unamended rates shall apply to allServices set out in the canceled Order within such thirty (30) day noticeperiod.

AJC shall use commercially reasonable efforts to cancel pending requestsfor placement of Advertiser Content within forty-eight (48) hours of receipt ofnotice of termination by Advertiser, unless a longer period is requested byAdvertiser and agreed by the parties.

For avoidance of doubt, an increase in costs during the initial Term thatis passed through to Advertiser as contemplated in this Section is not anamendment that triggers Advertiser's rights under this Section.

13. Agencies

If the entity entering the Agreement as "Advertiser" is anagency or media placement service, then the entity that is the actualadvertiser, as well as the agency or media placement service, will be jointlyand severally liable hereunder. The entity signing the Agreement as Advertiserrepresents, warrants and covenants that it is duly authorized and has the full powerto bind itself and any entity on behalf of which it is acting (which, in thecase of an agency or media placement service, necessarily will include theactual advertiser), and agrees to indemnify and hold AJC harmless from andagainst any and all claims, losses, damages or costs (including attorney's feesand costs) arising out of a breach of the foregoing. Advertiser shall be solelyresponsible for any commission due to any agency or media placement firm.

14. Use of Affiliates and Vendors;Rebates and Revenue Share

Services may be provided by AJC or an AJC Affiliate or other Vendor.Advertiser understands and agrees that AJC may propose to place AdvertiserContent with AJC Affiliate Media and may utilize Vendors owned or operated by AJCor an AJC Affiliate in connection with the Services.

Advertiser further understands and agrees that in connection withproviding the Services, AJC may receive rebates or other revenue sharingpayments for placements made on behalf of Advertiser. Advertiser furtherunderstands and agrees that, in the case of AJC Affiliate Media, AJC shall not,and AJC Affiliate shall have no obligation to, change its indexing and rankingmethodologies based on Advertiser's needs; provided that AJC will keep its ownindexing and ranking methodologies consistent for all similarly situatedcustomers.

AJC will act in the Advertiser's best interests when performing Servicesand will not place Advertiser Content on AJC Affiliate Media or on otherSubject Media in which AJC otherwise has an interest (including rebate orrevenue-share arrangements) unless AJC has determined that such placement isthe most appropriate, available medium for such Advertiser Content under thecircumstances.

15. Advertiser Acknowledgements

Advertiser understands, acknowledges and agrees to the following terms:

(a) AJC does not have control or is expressly disclaiming any intent toattempt to exercise control for the benefit of Advertiser over the policies ofSubject Media with respect to the type of sites or content that they accept nowor in the future;

(b) Advertiser's website(s) or content may be excluded from any SubjectMedia at any time at the sole discretion of the Subject Media;

(c) AJC has no control or is expressly disclaiming any intent to attempt toexercise control for the benefit of Advertiser over the indexing and rankingmethodologies, policies for the display and prioritization of content orchanges thereto of Subject Media, and changes in these methodologies can resultin significant changes in Advertiser's page rankings and the display andvisibility of Advertiser's content;

(d) Occasionally, Subject Media will drop listings or content for noapparent reason or may modify listings or content to conform to their standardsand policies, which may change over time;

(e) AJC is not responsible for any changes made to Advertiser's website(s)by Advertiser or other parties that adversely affect the search engine ordirectory rankings of Advertiser's web site(s) or the appearance ofAdvertiser's content or links in Subject Media;

(f) AJC will use commercially reasonable efforts to honor cancellation orchange requests with regard to the placement of Advertiser Content inconnection with the Services within forty-eight (48) hours of receipt of suchcancellation or change request, but that timely cancellation or change requestsis not guaranteed; and

(g) All Services that represent the creative effort of AJC or Vendors or theuse of creativity, illustrations, labor, composition, or material furnished bythem (collectively "AJC Creative"), are and shall remain the propertyof AJC or its Vendors (as applicable), including all rights of copyrightherein.

Advertiser acknowledges and accepts that AJC does not have control overand shall have no responsibility for telecommunications providers or theirnetworks, network aggregators or other intermediaries, including any network orservice outages or interruptions, and any errors, omissions or failures bytelecommunications providers or networks to deliver the Advertiser Content inaccordance with the applicable advertising campaign details.

Advertiser understands and agrees that it cannot authorize reproductions,in whole or in part, of any AJC Creative or the Advertiser Content as modifiedfor use or as embedded in the AJC Creative.

Advertiser agrees not to:

(i) copy, modify, prepare derivative works of, decompile or reverse engineerany Service, the platforms relating to any Service, or any portion of any ofthe Services,

(ii) use the Services or related platforms to store or transmit any malware,or for any unlawful or fraudulent purpose,

(iii) use the Services or related platforms to create or assist a third partyin creating a competing product,

(iv) sell, resell, license, sublicense, distribute, rent or lease the Serviceplatforms or any Service,

(v) bypass or breach any security device or protection used by the Services,

(vi) access or use the Services in any manner or for any purpose thatinfringes or misappropriates or otherwise violates any intellectual propertyright, privacy right or other legal right or interest of any third party, or

(vii) access or use the Services in violation of this Agreement or in a mannerthat is intended or reasonably could be foreseen to harm AJC, an AJC Affiliateor any third party.

16. Obligation To Review AdvertiserContent

Advertiser is responsible to ensure that all Advertiser Content used inany Service shall comply with the Service's then-current technical direction,guidelines, practices and specification. Further, Advertiser will ensure thatthe Advertiser Content complies with all polices governing advertising withinand general use of the Service, as such polices may be updated from time totime, including policies governing:

(a) prohibited content;

(b) restrictions on content;

(c) video ads;

(d) targeting;

(e) data collection and use; and

(f) lead ads that collect prohibited categories of information.

Any such Advertiser Content, as provided to any Service, will not containinstructions, recipes or formulas that would either directly or indirectly, ifimplemented, result in injury to the Service or any third party, and allstatements and claims made in Advertiser Content must be truthful,substantiated and not misleading.

Advertiser must review and approve all Advertiser Content before its usein any Service, including Advertiser Content that may be prepared by AJC or itsVendor on behalf of Advertiser. AJC shall have the right, but not theobligation, to edit, revise, reject or cancel any Advertiser Content orcampaign at any time if in its sole discretion AJC believes such AdvertiserContent or campaign violates this provision. AJC shall not be liable for anydamages incurred by Advertiser because of any such action.

If AJC identifies any Advertiser Content that is inaccurate or containserrors (e.g. the incorrect spelling of a city name or a wrong zip code), ornon-compliance with any Subject Media formatting guidelines (e.g. use ofunsupported special characters), AJC may (but is not required to), in additionto its other available rights and remedies, modify the Advertiser Content torectify the error.

AJC's or its Vendor's review of Advertiser Content does not constitutelegal advice or an opinion as to the appropriateness or legality of any suchmaterials or the applicable advertising campaign, nor does such reviewconstitute an acceptance of responsibility for the materials or waiver of anyremedy to which AJC is entitled in this Agreement. Advertiser should consultwith its own attorney and advisors to confirm the appropriateness and legalityof its Advertiser Content or the applicable advertising campaign.

17. Access to Advertiser's Accounts

Where necessary for AJC to provide the requested Service, Advertiserhereby agrees to provide AJC with access to any account(s) it maintains with aSite Owner or other Subject Media and grants AJC the right to access and useAdvertiser's account, in each case solely as and to the extent necessary toenable AJC to perform the Services ordered in the Order.

AJC agrees to use such access privileges for the sole purposes ofmanaging the advertising campaign(s) and otherwise performing the Servicesordered in the Order on behalf of and for the benefit of Advertiser. Advertisermay, at any time, revoke such access privileges; however, in that instance,Advertiser understands that AJC may not be able to perform some or all theServices ordered in the Order and excuses AJC from any obligations to do so.

AJC will comply with the policies of the applicable Site Owner or SubjectMedia in its use of Advertiser's Site Owner account(s). Upon the termination ofthe Order, Advertiser will disable AJC's access credentials and, in the eventthat Advertiser is unable to disable said access credentials, Advertiser shallrequest in writing to AJC that AJC promptly relinquish such credentials for theapplicable Site Owner or any other Subject Media.

17.1

In accordance with the foregoing and AJC's right to access and useAdvertiser's Site Owner or Subject Media accounts, Advertiser acknowledges andagrees that, for the Services AJC performs with respect to each such Site Owneror Subject Media, all such Services shall be at Advertiser's sole direction andcontrol, and AJC shall have no responsibility and/or liability to Advertiser orany other person regarding any and all compliance and privacy or dataprotection obligations related to its performance of such authorized Services.

18. Other Authorizations

Advertiser grants AJC the right to contact, contract with and makepayments on Advertiser's behalf to third-party website owners, bloggers,content writers and other social networks on its behalf for the purpose ofplacing custom content about Advertiser on such third-party websites or othermedia.

AJC also may require access to the back-end of Advertiser's website andauthorization to make changes to content and HTML tags. In accordance with theAgreement, AJC has the right to reject any Order for SEO or other Servicesshould the Advertiser's website platform not meet AJC's requirements. In thiscase, Advertiser will be alerted to such rejection within a reasonable periodof time, and Advertiser will be issued a full refund. AJC will not create newwebsite pages on behalf of Advertiser as part of SEO Services under the Order.

19. Campaign Data

Advertiser hereby grants to AJC the right to place within the AdvertiserContent and within the Advertiser websites referenced in the AdvertisingContent tags, gifs or other means of collecting behavioral data and dataregarding optimization and performance, including without limitationimpressions, click-through rates and other metrics to assess the usage, trafficand effectiveness of the Advertiser Content.

AJC may, to the extent it deems appropriate, collect and compile certainnon-personally identifiable information about user traffic and the delivery ofthe Advertiser Content ("Campaign Data"). Campaign Data may includeadvertising impressions served to and Advertising Content and Advertiserwebsite content accessed by users. Campaign Data shall be the property of AJCand shall be deemed to be the Proprietary Information of AJC.

Without limiting the foregoing, AJC may use and disclose the CampaignData:

(i) for reporting purposes that may be subsequently provided to Advertiseras well as, in aggregate form, to potential customers and other third parties;

(ii) if required by any court order, law or governmental entity; and

(iii) for other AJC business purposes.

For the avoidance of doubt, AJC will not use Campaign Data that iscomprised solely of profiles of visitors to Advertiser's website(s) to retargeta visitor for a purpose other than performing the Services; provided, however,that the foregoing limitation does not limit AJC from repurposing aggregatedCampaign Data for any purpose, so long as it is not joined with data that isspecific to or allows identification of Advertiser's website. Likewise, AJCwill not sell or otherwise disclose Advertiser-specific profile data to anythird party or Affiliate, except as and to the extent necessary to perform itsobligations under the applicable Order.

20. AJC APIs

In connection with the Services, AJC may offer Advertiser access to oneor more application program interfaces (collectively the "APIs" andeach an "API"), including an API that allows Advertiser to pullreviews into third-party or in-house services.

Use of the APIs is subject to applicable product terms or otherapplicable agreements between Advertiser and AJC regarding the API(s). Any dataor content provided via an API, including third party content (e.g., reviews),may not be used other than for Advertiser's (or in the case of resellerpartners or agencies, Advertiser's clients') internal analysis.

Advertiser acknowledges and agrees that Advertiser is solely responsiblefor any Service orders placed through an API. Advertiser may not grant anythird party access to an API absent the prior written consent of AJC.

21. Passes

Certain Services may allow Advertiser to create and distribute coupons,offers and other passes in conjunction with other Services (each a"Pass"). The availability of any Pass feature may be discontinued atany time and any Pass may be rejected by a third-party provider (e.g., Appleand Google) at any time.

Each Pass must contain Advertiser's name and address, and the contactinformation (telephone number; email address) to which any end-user questions,complaints, or claims with respect to Advertiser's Pass should be directed.Advertiser is solely responsible for including, at Advertiser's discretion, anyrelevant end-user terms of use associated with Advertiser's Pass.

AJC will not be responsible for any failure of the Pass to comply withapplicable laws (including applicable Marketing Laws), or any violations ofAdvertiser's end-user terms of use, nor will it be responsible for anyAdvertiser Content included on Advertiser's Pass. Advertiser will be solelyresponsible for all user assistance, warranty, fulfillment, and support relatedto Advertiser's Pass.

22. Betas

Advertiser understands and acknowledges that AJC may, at its option,provide certain products, features and services that are in development by AJCor otherwise not yet made generally available to the public (each a"Beta").

Advertiser acknowledges and agrees that Betas are:

(a) made available on an "AS IS" and "AS AVAILABLE"basis for the sole purpose of evaluating the Beta and providing AJC withfeedback on the marketability, quality and usability of the Beta, and

(b) provided on a non-exclusive basis.

AJC may discontinue any Beta at any time in AJC's sole discretion and maynever make them generally available.

Any feedback that Advertiser provides in connection with Advertiser's useof a Beta may be used, modified and incorporated by AJC in its sole discretion,including in its Services and documentation, and Advertiser grants to AJC aperpetual, irrevocable, worldwide, exclusive, royalty free, sublicensablelicense to AJC to use any and all feedback, comments, and suggestions in AJC'ssole discretion with no obligation to Advertiser.

23. Advertiser Representations andWarranties

Advertiser represents, warrants and covenants that it has the rights topublish, transmit, share, link to and make copies of all Advertiser ProvidedContent and any other material that Advertiser provides to AJC or authorizes AJCto access or use in connection with the Services and to use and authorize useof the Advertiser Provided Content in the manner for which it is provided to AJC,without infringing upon any rights of any third party or violating anyapplicable laws, rules or regulations.

Advertiser shall be responsible for any and all copyright and performancerights fees arising from the use, storage and transmission of all AdvertiserProvided Content, including ASCAP, BMI or SESAC licensing fees, and anystatutory compulsory license or other license fees to be paid with respect tothe copyright in any sound recordings made a part of Advertiser ProvidedContent.

For avoidance of doubt, Advertiser Provided Content includes content ormaterials created by AJC or a Vendor that are based upon the materials suppliedby Advertiser to AJC and are approved and proofed by Advertiser forpublication, distribution or use.

Advertiser further represents, warrants and covenants that:

(a) all Advertiser Provided Content and Advertiser's use of the Servicescomplies with all applicable laws and regulations, including 15 U.S.C. §§7701-7713 (the CAN-SPAM Act) and 47 U.S.C. 227 (the Telephone ConsumerProtection Act) (all such laws and regulations collectively, "MarketingLaws") and AJC's commercial and program standards;

(b) the Advertiser Provided Content contains no defamatory matter and doesnot violate any right of privacy or publicity, or any other proprietary orother rights of any third persons; and

(c) the Advertiser Provided Content does not give rise to any productliability or other claim.

Advertiser is responsible for reviewing, approving and verifying theaccuracy, legality and appropriateness of all Advertiser Provided Content.Advertiser may provide feedback or updates to AJC if Advertiser determines thatany Advertiser Provided Content, as utilized in the Services, has anyinaccuracies or needs to be revised, and AJC will use commercially reasonableefforts to make corrections or appropriate revisions in a timely manner.

Advertiser acknowledges and agrees that AJC may offer features that allowAdvertiser to link to and share public photos and videos posted on social mediasites (e.g., Instagram). Advertiser hereby understands the foregoingrepresentations, warranties and covenants apply fully to all such photos andvideos. AJC reserves the right to withdraw Advertiser's access to this featureat any time and for any reason.

24. License

Advertiser represents and warrants that it has all necessary rights togrant and hereby grants to AJC a non-exclusive, royalty-free, fully-paid up,sublicenseable, worldwide right and license to distribute, transmit, publish,adapt, copy, store, reproduce, perform, exhibit, display, create derivativeworks of or otherwise commercially or non-commercially exploit in any manner inconnection with the Services (including without limitation for use with the AJCCreative), any and all of the Advertiser Content and Advertiser's trade name,associated trademarks or service marks in connection with the display anddistribution of the Advertiser Content.

25. Indemnification

(a) Advertiser agrees to indemnify and hold AJC, any AJC Affiliate,Vendor(s) and its and their respective officers, directors, shareholders andemployees, harmless against any and all liability, loss or expense brought bythird-parties and to the extent arising from:

(i) any violations of law (including Marketing Laws) or of AJC's commercialor program standards, or claims for defamation, libel, unfair competition,unfair trade practices, deceptive advertising, violation of rights of privacyor of publicity, infringement of trademark, trade name, copyright or any otherproprietary rights, or any other claims, causes of action or the like arisingdirectly or indirectly from the Advertiser Content or any material furnished byAdvertiser or created by AJC or its Vendor at Advertiser's request, or fromAdvertiser's use of the Services in violation of the terms of this Agreement;

(ii) Advertiser's breach of any representation, warranty or covenanthereunder, including Advertiser's obligation to review and approve theaccuracy, legality and appropriateness of any Advertiser Content; or

(iii) Advertiser's violation of any terms of use or other applicable policiesor guidelines issued by search engine operators or any other Site Owners orSubject Media.

Advertiser agrees to pay all costs of any such actions, includingexpenses and reasonable attorneys' fees for counsel of AJC's selection.

(b) AJC agrees to indemnify and hold Advertiser, its officers, directors,shareholders, and employees, harmless against any third-party action allegingthat the Services infringe or constitute wrongful use of any valid UnitedStates patent or copyright issued as of the date of delivery or performance, asapplicable, except AJC shall have no liability to the extent that anyinfringement or wrongful use of such United States patent or copyright arisesfrom (i) the Advertiser Content, (ii) Advertiser's violation of any of theterms or conditions of this Agreement or (iii) any Betas, with respect to whichAJC hereby expressly disclaims any and all indemnification obligations.

Without limiting the foregoing, Advertiser may terminate all or therelevant portion of the Agreement (including any Order) in the event of anallegation of infringement involving the Services, in which case AJC shall usecommercially reasonable efforts to cancel any pending placement of AdvertiserContent within the scope of such notice within forty-eight (48) hours ofreceipt.

(c) Each party shall give the other prompt notice of the assertion of anyclaim or the commencement of any action that may expose the other to liability.

26. Disclaimer; Limitation ofLiability

ALL SERVICES ARE SUPPLIED ON AN "AS IS" AND "ASAVAILABLE" BASIS. TO THE FULLEST EXTENT UNDER APPLICABLE LAW, AJC AND ITSVENDOR(S) MAKE NO, AND DISCLAIM ALL, WARRANTIES, EXPRESS OR IMPLIED (INCLUDINGANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, NONINFRINGEMENT ORTRADE USAGE), GUARANTEES, AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, ORALOR OTHERWISE.

THE SERVICES AND ANY WEBSITES, DATABASES AND THIRD PARTY PROGRAMSCONTAINED WITHIN THE SERVICES MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHERLIMITATIONS. AJC HAS NO LIABILITY WHATEVER TO ADVERTISER OR ANY THIRD PARTY,FOR ANY CHANGES MADE TO THE ADVERTISER CONTENT OR TO THE ADVERTISER'SWEBPAGE(S) OR WEBSITE(S) AS A RESULT OF OR IN CONNECTION WITH THE SERVICES, ANYOTHER PARTY'S SECURITY METHODS AND PRIVACY PROTECTION PROCEDURES AND ANYPARTY'S USE OF, OR INABILITY TO USE, AJC WEBSITES, DATABASES OR PROGRAMS,EXCEPT PURSUANT TO SECTION 25(B).

IN NO EVENT SHALL AJC, ITS AFFILIATES OR ITS VENDOR(S) BE LIABLE FOR ANYCONSEQUENTIAL OR INCIDENTAL DAMAGES (INCLUDING WITHOUT LIMITATION LOST REVENUEOR PROFITS), PUNITIVE DAMAGES OR MONETARY DAMAGES OF ANY TYPE WHATEVER.

THE AGGREGATE LIABILITY OF AJC, ITS AFFILIATES AND ITS VENDOR(S) SHALL BELIMITED TO THE AMOUNT PAID TO AJC BY ADVERTISER FOR THE PARTICULAR SERVICEUNDER THE APPLICABLE ORDER WITH WHICH THE LIABILITY IS ASSOCIATED.

27. Assignability

AJC may subcontract any or all of the Services it is to provide toAdvertiser, without notice to Advertiser. Advertiser may not assign theAgreement without AJC's prior written consent. AJC may assign the Agreementwithout notice to Advertiser to any AJC Affiliate.

28. Proprietary Information

Each party (the "Receiving Party") acknowledges that, pursuantto this Agreement, it may have access to or receive from or on behalf of theother party (the "Disclosing Party") confidential or proprietaryinformation relating to the Disclosing Party and its business or technology(collectively, "Proprietary Information"). All ProprietaryInformation belongs solely to the Disclosing Party. All information andsoftware relating to the Services is AJC's Proprietary Information.

During the Term, and for the longer of five (5) years or the maximumperiod of time permitted by applicable law after the termination of thisAgreement, the Receiving Party must:

(a) not use (except as expressly authorized by this Agreement) or discloseProprietary Information without the prior written consent of the DisclosingParty;

(b) maintain the Proprietary Information in confidence with safeguards noless stringent than those which the Receiving Party uses to protect its ownProprietary Information, provided, however, that in no event will the ReceivingParty use less than commercially reasonable measures to protect suchconfidentiality; and

(c) disclose Proprietary Information only to those of its affiliates,officers, employees, agents, contractors, consultants and other representatives(collectively, "Representatives") who are necessary for the useexpressly licensed hereunder, and who have agreed to maintain theconfidentiality of Proprietary Information hereunder.

Receiving Party shall be responsible for any breach of this Agreement byits Representatives.

Notwithstanding the foregoing, the Receiving Party shall not be inviolation of this Section with regard to a disclosure that was required byapplicable law or was in response to a valid order by a court or othergovernmental body, provided that in each case the Receiving Party, to theextent not prohibited by law, provides the other party with prior writtennotice of such disclosure in order to permit the other party to seekconfidential treatment of such information and the Receiving Party or its Representativesonly furnish that portion of the Proprietary Information which, in the judgmentof Receiving Party's counsel, Receiving Party is required to disclose.

Expressly subject to clauses (i)-(iv) below, any Proprietary Informationdisclosed pursuant to this Section shall remain treated as ProprietaryInformation under this Agreement in all other respects.

Proprietary Information excludes information that Receiving Party candocument:

(i) has become public without breach of this Agreement by the ReceivingParty or its Representatives;

(ii) was previously in the Receiving Party's possession (in written or otherrecorded form) with no obligation to maintain confidentiality;

(iii) was legally received from a third party not under any obligation ofconfidentiality known to the Receiving Party; or

(iv) was developed by the Receiving Party's or its Representativesindependently of, and without reference to or use of, any of the ProprietaryInformation.

Notwithstanding anything to the contrary herein, each party agrees thatthe terms and conditions of this Agreement (including pricing) shall be deemedto be Proprietary Information of AJC.

29. Privacy

Advertiser represents and warrants that it will not provide any personaldata of individuals to AJC or a Vendor unless expressly stated on the Order.

If the Order contemplates that AJC or a Vendor will receive personal dataor will provide to Advertiser technology or features to enable collection,tracking, disclosure, use or other processing (collectively,"Processing") of personal data within the meaning of any applicable laws,Advertiser agrees to comply with all applicable laws in connection with suchProcessing, including any requirement to notify Advertiser's customers or otherusers of the Processing and to obtain consents to such Processing whererequired.

Such notice will include identifying the general nature of the technologyor features in Advertiser's privacy notice and implementing a link fromAdvertiser's privacy notice to the privacy notice of the AJC or the thirdparty, as appropriate.

30. Health Information

Unless Advertiser and AJC enter into a separate written agreementexpressly providing for AJC to access, collect, use, disclose, transmit orotherwise process ("Process") Protected Health Information orElectronic Protected Health Information (collectively, "PHI") asdefined by the Health Insurance Portability and Accountability Act, theServices will not involve the Processing of PHI, and Advertiser represents andwarrants that neither it nor any third party on its behalf will provide suchPHI to AJC.

Advertiser shall notify AJC immediately of any breach of this Section.

31. Miscellaneous

Nothing in the Agreement shall be deemed to create the relationship ofpartners, joint ventures, employer-employee, or franchiser-franchisee betweenthe parties. Neither party shall be responsible for delays or failures ofperformance resulting from acts beyond the reasonable control of such party.

The warranties, confidentiality and indemnification obligations,limitations of liability and ownership rights set forth herein shall survivethe termination or expiration of the Agreement.

Except as otherwise stated, all notices that either party may be requiredor may desire to serve upon the other in connection with the Agreement shall bein writing and may be served personally or by prepaid registered or certifiedUnited States mail or by private mail service (such as Federal Express or UPS)to the address of the other party on the Order.

The Agreement shall be governed by the laws of the State of Georgia(without regard to Georgia's conflict or choice of laws provisions). Alldisputes, controversies or claims which relate in any way to this Agreementwill be brought exclusively in a state or federal court located in Atlanta,Georgia, and each party hereby waives any objections to the jurisdiction orvenue of such courts.

The Services are intended for use only in the United States, except inthe event that (i) Advertiser shall have notified AJC of its intention thatthis Agreement shall govern activities outside of the United States and (ii)the parties shall have executed additional terms reasonably requested by AJC tocomply with the laws of such foreign jurisdictions.

Should any provision or part of any provision of the Agreement be void orunenforceable, such provision, or part thereof, shall be restated to match mostclosely the intentions of the parties, and the remainder of the Agreement shallremain in full force and effect.

This Agreement constitutes the entire agreement between the partiespertaining to the subject matter and supersedes all prior agreements. Except asotherwise noted herein, this Agreement cannot be modified except in a writingthat is signed by both parties.

Advertiser agrees that Vendors are intended third party beneficiaries ofthis Agreement with full rights and authority to seek direct enforcementagainst Advertiser of those provisions of this Agreement relating to theVendor-provided Services and protecting such Vendors from liability caused byAdvertiser.

Unless the context of this Agreement clearly requires otherwise:

(a) references to the plural include the singular, the singular the plural,and the part the whole,

(b) references to one gender include all genders,

(c) "or" has the inclusive meaning frequently identified with thephrase "and/or,"

(d) "including" has the inclusive meaning frequently identifiedwith the phrase "including but not limited to" or "includingwithout limitation,"

(e) references to "hereunder" or "herein" relate to thisAgreement as a whole, and

(f) any reference in this Agreement to any statute, rule, regulation oragreement, including this Agreement, shall be deemed to include such statute,rule, regulation or agreement as it may be modified, amended or supplementedfrom time to time.