Standard Sales Terms and Conditions

AdvisorAnalyst Group, Inc.
STANDARD SALES TERMS AND CONDITIONS

A. APPLICATION

• A.1 These standard terms and conditions (the Terms) constitute a binding agreement (the Agreement) between AdvisorAnalyst Group, Inc., its affiliated companies (including, without limitation, AdvisorAnalyst.com, a division of AdvisorAnalyst Group, Inc.) and/or its media properties and platforms (collectively, AdvisorAnalyst) and the person or entity contracting for the purchase of advertising, sponsorship services, or other services, whether as principal (Advertiser) or as agent (Agency).

• A.2 If Agency enters into this Agreement on behalf of Advertiser, Agency and Advertiser acknowledge that Agency is the duly appointed and authorized agent of Advertiser for all purposes related to this Agreement, and that Agency and Advertiser shall be jointly and severally liable and responsible for all obligations under this Agreement, including, without limitation, payment obligations

• A.3 Advertiser and Agency, if applicable, are individually and collectively referred to herein as Purchaser.In the event Purchaser is a manufacturer of alcohol (a Manufacturer) or a Manufacturers representative (a Manufacturer Representative), the term Purchaser shall also refer to the Manufacturers Representative or the Manufacturer, respectively.

• A.4 This Agreement applies to all advertising and sponsorship campaigns (each, a Campaign) agreed to between AdvisorAnalyst and Purchaser, including (a) insertion orders and/or sales contracts; (b) sponsorships and other arrangements involving content integration and/or production; and (c) digital advertising. Each contract between the parties in respect of a particular Campaign element, whether documented by means of insertion order or by some other means, is referred to herein as an Order, and the specific terms contained in each such Order are hereby incorporated into this Agreement by reference.

• A.5 In the case of an Order for digital advertising: (a) the then current standard terms of the Interactive Advertising Bureau of Canada (IAB) found at http://www.iabcanada.com (the IAB Terms) are hereby incorporated by reference to the extent such terms do not conflict with these Terms; (b) additional reporting requirements, impressions or other performance criteria, any special ad delivery scheduling and/or ad placement restrictions or requirements, and any additional specifications concerning ownership of data collected and/or materials may be documented in a separate document that is incorporated into this Agreement; and (c) Purchaser shall comply with Applicable Laws (as defined below) and IAB 3.0 data collection privacy requirements, as may be amended from time to time, related to Purchasers collection, storage and use of advertising data. AdvisorAnalyst may delete or edit software or other content for the purpose of enforcing its data policy or as part of its tag management program.

• A.6 In the case of an Order for conventional television advertising, Purchaser acknowledges that all television advertising may be included in replay telecasts of programming on a video on demand basis for seven days after the original telecast.

B.PAYMENT

• B.1 Subject to subsection B.2, the following payment terms shall apply:

1. Purchaser shall pre-pay for its advertising purchase except with approval from AdvisorAnalyst credit department or as otherwise set forth in an Order. AdvisorAnalyst may invoice Purchaser separately for its fees in its sole discretion. Payments are due within 30 days of delivery of each applicable invoice. Unless otherwise specified in a particular Order, fees set out in each Order do not include taxes. AdvisorAnalyst shall supply Purchaser with certified statements of performance on request. For national network television purchases, AdvisorAnalyst will supply statements for the Ontario region only, but details for other regions shall be made available on request.
2. AdvisorAnalyst reserves the right to change its advertising rates at any time.
3. Purchaser shall notify AdvisorAnalyst in writing of any discrepancies in invoicing within 20 days of receipt of the invoice, failing which Purchaser shall be deemed to have approved the invoice.
4. If Purchaser disputes a portion of an invoice, Purchaser shall remit the undisputed portion of the invoice, and acceptance by AdvisorAnalyst of such portion shall in no way be construed as an admission by AdvisorAnalyst of the validity of Purchasers dispute.
5. AdvisorAnalyst reserves the right to impose a late payment charge of 2% per month, calculated and compounded monthly on the delinquent amount (26.8% per year) from the date of first invoice until the date AdvisorAnalyst receives such amount in full.
6. AdvisorAnalyst reserves the right to charge a $30 administrative charge for returned or rejected payments including insufficient funds.
7. Neither Advertiser nor Agency shall set-off or deduct amounts from payments owing to AdvisorAnalyst as set out in the invoices except with the prior written consent of AdvisorAnalyst.

• B.2 Where the financial terms of a Campaign include contra, this subsection 2.2 shall apply:

1. Purchaser shall provide AdvisorAnalyst with Purchasers goods and/or services detailed in the Order(s) and, in exchange, AdvisorAnalyst shall provide Purchaser with the advertising services detailed in the Order(s).   All contra is based on availability. Each party recognizes that the goods and/or services exchanged constitute a barter transaction for tax purposes.
2. For GST/HST and/or QST purposes the amount of tax eligible on the goods and/or services supplied by each party is based on the amounts set out in the Order(s). The date on which the liability for the exchange of goods and services has occurred for tax purposes is deemed to be the date of the Order in respect of each Campaign.
3. Each party shall be responsible to properly invoice the other party, including for applicable taxes. Each of the parties shall be responsible for properly accounting and remitting its portion of applicable GST/HST, PST or QST to the respective taxing authorities. Each party may be entitled to claim an Input Tax Credit (ITC) or Input Tax Refund (ITR) based on the amount of GST/HST, PST or QST charged on the other partys invoice. Where the taxes and amount of taxes to be charged by one party differs from the taxes and amount of taxes to be charged by the other party, then each party to the Agreement will have the right to collect from the other party the applicable taxes.
4. This Agreement and the applicable Order(s) shall be retained by each party and together contain the prescribed tax information required for GST/HST, PST or QST purposes. For tax purposes, both parties shall ensure that the date for which the GST/HST, PST or QST so charged in the applicable Order(s) is payable on date of the Order in respect of each Campaign so as to allow for an offsetting of the tax. There shall be no obligation on the parties to issue funds to one another for tax purposes, unless the circumstances under the Agreement and Order(s) warrant such payment.
5. Each of the parties acknowledges that it is duly registered for GST/HST and PST or QST as applicable under the registration numbers set forth in the Order(s).

• B.3 AdvisorAnalyst reserves the right to conduct credit inquiries on Advertiser and/or Agency to establish creditworthiness at any time if, in AdvisorAnalyst sole opinion, there are grounds for questioning whether such party continues to be creditworthy. Advertiser and Agency shall authorize any third party to convey any financial information about either of them to AdvisorAnalyst at its request. In the event that AdvisorAnalyst determines, in its sole discretion, that the credit of either Agency or Advertiser is unsatisfactory, AdvisorAnalyst shall have the right in its absolute discretion to change the payment terms.

• B.4 AdvisorAnalyst shall not be responsible for the payment of commissions to Agency (if any).

• B.5 Unless otherwise indicated on a particular Order, all dollar amounts shown hereunder and in any Order are stated and payable in Canadian dollars

C.TERMINATION AND CANCELLATION

• C.1 Either party may terminate this Agreement or any Order if the other party: (a) commits a material breach of any provision and fails to cure such breach within three (3) business days of receiving notice thereof; or (b) becomes the subject of any bankruptcy or insolvency proceeding.
• C.2 AdvisorAnalyst may terminate this Agreement or any Order if AdvisorAnalyst, acting reasonably, believes that either Advertiser or Agency is unable to meet its financial obligations as they become due.
• C.3 If AdvisorAnalyst terminates this Agreement or any Order for any of the reasons set forth in subsections 3.1 and 3.2 of these Terms, AdvisorAnalyst shall be entitled to recover as liquidated damages all out-of-pocket costs, including any non-cancellable production costs, as well as all amounts due and to become due under this Agreement or such Order, and such amounts shall be immediately due and payable.
• C.4 Except as may be detailed in an Order,
  1. in the case of television or radio advertising that is not national network advertising, Purchaser may upon a minimum amount of prior written notice (four (4) weeks for television and two (2) weeks for radio) cancel the purchased amount of advertising set out in the Order, provided that no cancellation will be effective during the first twenty-eight (28) consecutive days of airing in a flight of television advertising or during the first fourteen (14) consecutive days of airing in a flight of radio advertising;
  2. in the case of digital advertising, cancellation procedures shall be in accordance with the IAB Terms; and we require 30 days notice for cancellation or modification, and
  3. in the case of publishing advertising, cancellation by Purchaser is subject to AdvisorAnalyst approval, such approval to be exercised by AdvisorAnalyst in its sole discretion, subject to the following terms: agreements for covers, special positions and inserts shall not be cancellable by Purchaser; no cancellations shall be accepted by AdvisorAnalyst after the closing date for advertising space; and short rate changes shall apply to all cancellations by Purchaser.

D.DISRUPTION, PRE-EMPTION AND SUBSTITUTION

1. • D.1 AdvisorAnalyst shall not be liable (directly or indirectly) for any damages, losses, costs or expenses suffered by Purchaser as a result of disruption, substitution, cancellation or pre-emption of any Campaign element, including, without limitation, a program or event, or interruption, postponement or inability or omission to publish, display or exhibit any Campaign element by reason of any event reasonably beyond the control of the parties (each, an Event of Force Majeure), including, without limitation: (a) technical or mechanical difficulties, public emergency or necessity, legal restriction, strike or labour action, terrorism, dispute with exhibit distributor or program supplier; (b) failure of any third party transmission; (c) laws, regulations, directions, orders or other requirements of any federal, provincial, municipal authority or any applicable regulatory bodies, including, without limitation, the Canadian Radio-television and Telecommunications Commission (CRTC) (e.g. election laws); (d) required modification to the advertising or other creative materials (as determined in the sole discretion of AdvisorAnalyst) as a result of public interest or compliance with any law, by-law, directive or other restriction on AdvisorAnalyst; (e) pre-emption of any advertising or content in order to exhibit content of public significance or in the public interest; (f) if AdvisorAnalyst is unable to obtain the approval rights of a third party where such third party is reasonably required to provide its approval (e.g. a third party producer or licensor) and/or in the event such third party maintains the right to revoke its approval and elects to revoke any such approval in its sole discretion; or (g) in the case of an Order that is tied directly to Purchasers purchase of media assets and/or sponsorship rights relating to the National Hockey League (the NHL), a NHL Force Majeure Event. For the purposes of this subsection4.1, a NHL Force Majeure Event shall include a work stoppage at the NHL, a total cancellation of a NHL season during the term of this Agreement, or the postponement of certain NHL games and/or a NHL season.
   • D.2 If non-performance under this Agreement is due to any Event of Force Majeure, then (a) explicitly excepting any obligation to pay amounts due hereunder, neither party shall be liable to the other for any damages caused by such non-performance for so long as such Event of Force Majeure exists; (b) the terms of this Agreement shall remain effective; and (c) the terms of this Agreement shall be revised, mutatis mutandis. For certainty, any inability to perform services due to an Event of Force Majeure shall not be considered a material breach of this Agreement by AdvisorAnalyst.
   • D.3 Purchaser acknowledges that AdvisorAnalyst sole responsibility in the event of any Event of Force Majeure is as set out in Section 8 below.
   • D.4 Purchaser acknowledges that, unless otherwise stated in a particular Order, AdvisorAnalyst shall not be required to exhibit Purchasers advertising during or with any particular program or other content, or display any specific advertising in any particular order or at any specific time or placement. AdvisorAnalyst may receive requests from Purchaser to the foregoing effect; however, adherence by AdvisorAnalyst to any such request cannot be guaranteed. AdvisorAnalyst inability or failure to comply with any such request shall not relieve Purchaser of the obligation to pay for the particular Campaign element. AdvisorAnalyst may, in its sole discretion, reschedule, pre-empt or cancel any program, event or other content that it exhibits or produces without notice to Purchaser.

E.APPROVALS AND CREATIVE

• E.1 Materials produced by AdvisorAnalyst under any Order (collectively, the AdvisorAnalyst Material) shall be the property of AdvisorAnalyst, subject to Purchasers ownership of any materials containing claims, statements, or representations with regard to any identified or product(s) or service(s), (e.g. script, video, audio, copy) and Purchasers trade names, trademarks, logos, marks and other business identifiers (collectively, the Purchaser Material), as may be supplied by Purchaser to AdvisorAnalyst for use in connection with a particular Order. Purchaser acknowledges and agrees that the ownership of the AdvisorAnalyst Material remains with AdvisorAnalyst, and Purchaser shall not use the AdvisorAnalyst Material on any other platform, including on Purchasers own platforms, except if otherwise expressly permitted by an Order or with the written consent of a AdvisorAnalyst Senior Director or Vice-President. Notwithstanding the foregoing, Purchaser may purchase the AdvisorAnalyst Material (if not co-branded with AdvisorAnalyst trademarks or other intellectual property) by paying AdvisorAnalyst an additional buy-out fee as mutually agreed.
• E.2 Where required in respect of a particular Order, Purchaser shall deliver to AdvisorAnalyst the Purchaser Material and written instructions (including instructions for talent cycles if any) and links (if any) at least five (5) business days prior to scheduled exhibition in accordance with AdvisorAnalyst technical requirements. If the Purchaser Material is late, Purchaser shall still be responsible for the media purchased pursuant to the applicable Order, and AdvisorAnalyst reserves the right to re-sell the scheduled media purchased (air time or inventory) and to invoice Purchaser for the full amount due as if such advertising was exhibited. With respect to an Order for digital advertising, the IAB Late Creative Policy set out in the IAB Terms shall apply to the extent that such terms do not conflict with these Terms.
• E.3 The form and content of all Campaign material and use of Purchaser Material must be approved and accepted by both AdvisorAnalyst and Purchaser. Purchaser shall provide AdvisorAnalyst with any comments and/or requested changes respecting such material in writing within three (3) business days of receipt of such material (or such other time period specified by AdvisorAnalyst). If no requested changes are received within such time period, the Campaign material shall be deemed to have been approved by Purchaser. If requested changes are received within such time period, AdvisorAnalyst shall make one round of changes in respect of broadcast (television and radio) material, and up to three rounds of changes in respect of digital advertising material. The number of rounds of changes in respect of print material shall be determined by AdvisorAnalyst, in its sole discretion, depending on the scope of the Campaign. Should additional rounds of changes be requested by Purchaser, additional fees may apply.
• E.4 AdvisorAnalyst shall be under no obligation to exploit any Purchaser Material or Campaign element, and AdvisorAnalyst (or any third party producer, if applicable) may cancel all or part of any Campaign element in its sole discretion. In the event of such cancellation, Purchaser shall not be obligated to pay for the applicable cancelled element(s), unless such cancellation is the direct result of the failure of Purchaser to provide Purchaser Material or approvals to AdvisorAnalyst in a timely manner. AdvisorAnalyst, acting reasonably, shall determine the value of the applicable cancelled element(s) in question. Notwithstanding the cancellation of any particular element(s), AdvisorAnalyst may continue to use the Purchaser Material in other Campaign elements (if any) and, in such event, the applicable grant of rights, indemnities, representations and warranties shall survive.
• E.5 AdvisorAnalyst is expressly authorized to reject any Purchaser Material or Campaign material in its absolute discretion, including if AdvisorAnalyst determines that any such material may infringe: (a) the rights of any party; (b) any applicable federal, provincial and local laws and regulations (collectively, Applicable Laws); (c) any AdvisorAnalyst policy and/or standards (technical or otherwise) as provided by AdvisorAnalyst; or (d) any rules imposed by underlying rights holders, including, without limitation, the NHL, the CRTC or any other industry body, including, without limitation, Telecaster services of the Television Bureau of Canada (TVB) or any other approved clearance agency, as applicable.
• E.6 If any Purchaser Material is rejected by AdvisorAnalyst, AdvisorAnalyst shall notify Purchaser of the reason for rejection, and unless Purchaser furnishes satisfactory material at least 72 hours prior to exhibit time, or notifies AdvisorAnalyst that such material will be available by at least 48 hours prior to exhibit time, AdvisorAnalyst shall have the right to supply substitute material or, in the case of announcements, to exhibit non-commercial material. In each case, AdvisorAnalyst may charge Purchaser for contracted time.
• E.7 Purchaser acknowledges that it shall not include in the Purchaser Material any products or services that violate any of the categories sold by AdvisorAnalyst on an exclusive basis, as may be advised by AdvisorAnalyst from time to time.
• E.8 In AdvisorAnalyst sole discretion, the word Advertisement (or such similar term or phrase, including the word paid) may be placed above copy or before or after an advertisement which AdvisorAnalyst determines resembles AdvisorAnalyst editorial material or that is not immediately identifiable as an advertisement.
• E.9 In the case of magazine advertising, AdvisorAnalyst shall not be responsible for colour or colour trapping or advertising copy that does not conform to digital Magazines Advertising Canadian Specifications (dMACS). For further information regarding magazine industry standards, please refer to Magazines Canada www.magazinescanada.ca. Proofing requirements may also be found on www.rogersdigitalads.com.
• E.10 Unless an Order requires AdvisorAnalyst to produce certain elements, all Campaign materials shall be furnished by Purchaser, and all expenses connected with delivery thereof to AdvisorAnalyst and further shipment from AdvisorAnalyst, if directed by Purchaser, shall be at Purchasers expense.
• E.11 Purchaser grants AdvisorAnalyst a limited, non-exclusive, non-transferable license to use, promote and otherwise exploit the Purchaser Material in accordance with this Agreement. Purchaser Material may, in AdvisorAnalyst discretion, be exhibited or archived by AdvisorAnalyst or by anyone authorized by AdvisorAnalyst, in any form of media now or hereafter created.
• E.12 Purchaser shall be solely responsible, at its own expense, for securing any and all necessary rights, clearances and other consents in connection with all aspects of the Purchaser Material for all media platforms in Canada, notwithstanding any facilitation that may be provided by AdvisorAnalyst in this regard.
• E.13 Where an Order requires the development of in-show product placement or integration for any alcoholic product (an Alcohol Integration), Purchaser shall ensure that the Campaign and Alcohol Integration are carried out in compliance with all Applicable Laws in the jurisdictions where the Campaign elements will be exhibited. For clarity, Purchaser, and not AdvisorAnalyst, shall obtain all necessary clearances from all jurisdictions where the Campaign will appear or will be made available to the public.

F. CAMPAIGN PARTICULARS

• F.1 Where a Campaign includes Purchasers sponsorship of a public event, unless otherwise set forth in the applicable Order: (a) AdvisorAnalyst shall control all aspects of the public event in its sole discretion; (b) the public event shall be subject to AdvisorAnalyst rules and policies; and (c) Purchaser shall pay for and maintain such insurance coverage as AdvisorAnalyst may reasonably require in connection with the public event, including but not limited to commercial general liability insurance.

• F.2 Where a Campaign includes a contest, the following terms shall apply: (a) the party administering such contest (whether AdvisorAnalyst or Purchaser, as the case may be) shall manage and control the contest and the Campaign as it pertains to such contest, including, without limitation, the preparation and administration of all aspects of the contest, such as drafting the contest rules, drafting releases, and registering the contest with the Rgie des alcools, des courses et des jeux (Qubec), if applicable; (b) in the event any party other than the party administering the contest prepares, produces, publishes, exhibits, or causes to be distributed any promotional materials relating to such contest, then such party shall be solely responsible for the cost and contents of any such promotional materials, irrespective of whether the party administering the contest reviewed or approved of such promotional materials prior to distribution; (c) where Purchaser is providing prizing in connection with the contest, (i) Purchaser shall be solely responsible for administering, managing and coordinating distribution of such prizing to the contest winner(s), save and except as otherwise set forth in any Order, and such distribution shall not be unduly delayed, (ii) Purchaser represents and warrants that the contest, as it pertains to the prizing supplied by Purchaser and the distribution of such prizing, shall be carried out in compliance with Applicable Laws, and (iii) in addition to those obligations set forth in section 9.1 of this Agreement, Purchaser shall defend, indemnify and hold harmless AdvisorAnalyst and its employees, officers, directors, shareholders, agents and representatives, and to the extent any third party inventory is included in this Agreement and any Orders, the third party owner or operator of such inventory, from and against any loss, liability, expense, allegation, threat, claim, suit, demand, action or other proceedings, including, but not limited to, all legal fees and costs, related to or arising out of any prizing to be provided or as provided by Purchaser.

• F.3 Where Purchaser requests an opt-in mechanism in connection with a Campaign, AdvisorAnalyst shall provide Purchaser with a copy of the personal information of those participants who elect to opt into Purchasers opt-in mechanism (the Personal Information) in complete reliance on the following representations, warranties and covenants by Purchaser: (a) Purchaser shall be solely responsible for any and all language used in connection with Purchasers opt-in mechanism (the Request for Consent), including, without limitation, compliance with Applicable Laws, including applicable privacy laws and anti-spam laws; (b) Purchaser shall use the Personal Information solely for the purpose stated in the Request for Consent (the Purpose) and for no other purpose; (c) Purchaser shall immediately irretrievably delete and/or destroy all Personal Information in its power or control that is not reasonably necessary for the Purpose; (d) Purchaser shall have privacy policies in place that are in accordance with Applicable Laws, including applicable privacy laws and anti-spam laws, and industry best practices, and Purchaser shall at all times be in compliance with same; (e) Purchaser shall not reference, or cause to be referenced, any trade names, trademarks, logos, marks or other business identifiers of AdvisorAnalyst when communicating with participants whose Personal Information is received by Purchaser in accordance with this subsection 6.3, absent the prior written consent of a AdvisorAnalyst Senior Director or Vice-President; (f) Purchaser shall comply with all Applicable Laws, including, without limitation, rules, regulations and requirements under Canadas anti-spam legislation (CASL); and (g) Purchaser shall promptly notify AdvisorAnalyst of any complaint filed under CASL with the CRTC, the Competition Bureau or any other authority relating to any activities performed under this Agreement.

• F.4 Where a Campaign involves the distribution of vouchers or coupons (each, a Voucher), this subsection 6.4 shall apply:
  1. Purchaser shall be solely responsible for any Vouchers intended to be distributed in respect of the Campaign. AdvisorAnalyst shall not be held liable for any consequences resulting from the distribution, use or sale of any Vouchers being used in the Campaign.
  2. The distribution of a Voucher for alcoholic products will be at the sole discretion of AdvisorAnalyst, and Purchaser shall be solely responsible for ensuring that the distribution of any such Vouchers complies with all Applicable Laws in all jurisdictions where the Campaign will appear or will be made available to the public.
  3. Unless otherwise stated in the Order, the following conditions shall apply: (i) there will be a limit of one (1) Voucher per person in respect of the Campaign; (ii) Voucher redemption shall be subject to the terms and conditions noted on the Voucher as well as the policies established by the party issuing the Voucher; and (iii) Vouchers shall only be redeemable at specific branches or locations and shall not be redeemable by persons residing outside of Canada.

G. WARRANTIES

• G.1 Purchaser warrants, represents and covenants to AdvisorAnalyst that (a) it has the full right and power to offer the Purchaser Material for exhibit by AdvisorAnalyst and to enter into this Agreement; (b) the Purchaser Material does not contain any defamatory, libelous or slanderous material and will not violate any individual rights, including rights of privacy, publicity or personality of any person or any Applicable Laws; (c) it has obtained all consents, releases, waivers and rights necessary for the use of such Purchaser Material on all applicable media platforms, as contemplated by each Order; (d) it has obtained all necessary clearances, including without limitation, from the CRTC, Advertising Standards Canada and Telecaster services of TVB, or any other approved clearance agency; and (e) it has paid all residual, re-use or similar payments, step-up fees, music synchronization, mechanical reproduction and music performance rights and license payments and other amounts payable to third parties that arise as a result of, or with respect to, the exhibit of such material. Purchaser shall ensure that the Purchaser Material (including any music, literary, artistic and dramatic works, sound recordings and performers performances) has been cleared to the full extent necessary for exhibit by AdvisorAnalyst in accordance with the applicable Order.

• G.2 Purchaser acknowledges that AdvisorAnalyst does not provide legal advice in connection with any Campaign or Campaign element, including, without limitation, in connection with any contest held in connection with the Campaign or any Alcohol Integration, if applicable, and Purchaser shall obtain its own independent legal advice in this regard.

H. LIABILITIES

• H.1 AdvisorAnalyst liability under this Agreement, including in the event of Force Majeure, shall be limited solely, at AdvisorAnalyst option, to: (i) reimbursement as liquidated damages of any amounts prepaid by Purchaser for advertising time/space not yet exhibited or published by AdvisorAnalyst; (ii) the provision to Purchaser as liquidated damages of a reasonable make-good; or (iii) a reasonable reduction to future invoice(s) for advertising time/space not yet exhibited or published by AdvisorAnalyst.
• H.2 In no event shall AdvisorAnalyst be liable for any consequential, incidental, indirect, special or punitive damages, whether arising in tort, contract or otherwise
• H.3 AdvisorAnalyst shall not be responsible for errors or omissions in any Purchaser Material, including errors in key numbers, or for any changes made to any Campaign material after the applicable closing date.
• H.4 AdvisorAnalyst shall be under no liability for the failure, for any reason, to publish or otherwise exhibit any Campaign elements in accordance with the terms of this Agreement.
• H.5 AdvisorAnalyst liability hereunder shall in all cases be limited to amounts paid by Purchaser pursuant to the applicable Order.
• H.6 AdvisorAnalyst shall exercise normal precautions but assumes no liability for loss of, or damage to, material or other property furnished by Purchaser, including, without limitation, the Purchaser Material.

I. INDEMNIFICATION

• I.1 Purchaser shall defend, indemnify and hold harmless AdvisorAnalyst and its employees, officers, directors, shareholders, agents and representatives, and to the extent any third party inventory is included in this Agreement and any Orders, the third party owner or operator of such inventory, from and against all allegations, threats, claims, suits, demands, actions and other proceedings, including, but not limited to, all legal fees and costs, related to or arising out of: (a) any breach by Purchaser of these Terms; (b) any damages and costs incurred by AdvisorAnalyst as a result of Purchasers non-compliance with Applicable Laws, including, without limitation, CASL; (c) any statements and/or claims made in any advertising approved by Purchaser concerning (i) Purchasers products, services, or business or (ii) the products, services, or business of any of Purchasers competitors; or (d) AdvisorAnalyst use of any Purchaser Material or Vouchers in accordance with these Terms.

J. GENERAL

• J.1 This Agreement and all Orders made pursuant to it are subject to all terms of licenses held by the parties hereto, all Applicable Laws, all regulations of the CRTC in force from time to time, and all other laws or regulations of other industry bodies with competent jurisdiction in relation to exhibiters and advertisers, applicable now or in the future.
• J.2 This Agreement shall be governed by and interpreted in accordance with the exclusive laws of the Province of Ontario and the federal laws of Canada applicable therein. Any proceeding relating to the subject matter of this agreement shall be within the exclusive jurisdiction of the courts of the Province of Ontario sitting in Toronto.
• J.3 This Agreement, together with any rights under it, may not be assigned or transferred by Purchaser without the prior written consent of AdvisorAnalyst; nor may AdvisorAnalyst be required to exhibit any advertising other than that identified on any particular Order. Any request for assignment by Advertiser must be accompanied with reasonably detailed terms of the proposed assignment and such financial information pertaining to the proposed assignee as AdvisorAnalyst may request. Any purported assignment, sale, or transfer by Advertiser in contravention of this subsection shall be null and void. Nothing herein shall restrict AdvisorAnalyst right to assign this Agreement.
• J.4 Each party will maintain the confidentiality of the other partys confidential information and shall not divulge or announce the other partys confidential information without prior written consent, unless such information (a) becomes known to the general public without fault or breach on the part of the receiving party; (b) is received by the receiving party from a third party without breach of a non-disclosure obligation and without restriction on disclosure; (c) is information that the receiving party can show with documentary evidence was in its possession prior to disclosure by the disclosing party; (d) is independently developed by the receiving partys personnel having no access to similar confidential information obtained from the disclosing party; or (e) is required to be disclosed by applicable law or court order. A party required by law to disclose or transfer the other partys confidential information will notify the other party to allow it to seek available relief to prevent disclosure prior to complying with any such requirement. Both parties undertake to only disclose the minimum information necessary where such legally required disclosure cannot be prevented. Notwithstanding the foregoing, either party may divulge the other partys confidential information to those individuals having a need to know if retained by a party to perform such partys obligations under this Agreement, provided that such individuals are bound by confidentiality provisions no less strict than those in this Agreement.
• J.5 Failure of AdvisorAnalyst or Purchaser to enforce any of the Terms in the event of breach shall not be construed as a general relinquishment or waiver as to that provision.
• J.6 Unless otherwise stated herein, all notices provided hereunder shall be in writing and shall be given either by registered mail, facsimile or by personal delivery, addressed to AdvisorAnalyst, Agency or Advertiser, at the addresses contained on the applicable Order. Any such notice if mailed shall be deemed to have been received upon the expiration of 48 hours after the same was posted, and if faxed or delivered, shall be deemed to have been received on the day on which it was faxed or delivered.
• J.7 In the event of a conflict between these Terms and the provisions of an Order, the provisions of the Order shall prevail.
• J.8 Any provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability and shall be severed from the balance of this Agreement, all without affecting the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction and appropriate amendments shall be made to this Agreement to put the party who is disadvantaged by such invalidity or unenforceability in the same financial position as if no provision hereof were invalid or unenforceable. The parties shall immediately negotiate in good faith a replacement for any such provision in order to preserve the interests of the parties to the extent permitted by law. All disputes arising out of or in connection with this subsection shall be arbitrated and finally resolved in accordance with the arbitration rules of the ADR Institute of Ontario, Inc. pursuant to the Arbitration Act, 1991 (Ontario), as amended, or any successor act. The place of arbitration shall be Toronto, Ontario. The language of the arbitration shall be English.
• J.9 This Agreement, including the documents referenced herein (including the Order(s)), constitutes the entire agreement between the parties relating to the subject matter hereof, and no changes or modifications of any of its terms or provisions shall be effective unless made in writing, signed by the parties (and in AdvisorAnalyst case, only by a Senior Director or a Vice-President of AdvisorAnalyst) and incorporated into this Agreement; provided, however, that AdvisorAnalyst reserves the right to unilaterally revise these Terms from time to time. AdvisorAnalyst will post any updated Terms on AdvisorAnalyst.com. Purchaser shall be responsible for periodically reviewing that website for notice of any changes to these Terms. Purchasers continued purchase of Campaigns or Campaign elements subsequent to any revision to these Terms shall constitute Purchasers agreement and acceptance of such revised Terms.
• J.10 If Agency is entering into this Agreement on behalf of Advertiser, Agency confirms that Advertiser has been provided a copy of these Terms and the Order(s) and that it is authorized to bind Advertiser to this Agreement.
• J.11 Unless Purchaser provides AdvisorAnalyst with an objection in writing within five (5) business days of receipt of the Order(s) from AdvisorAnalyst, Purchaser shall be deemed to have accepted the terms regardless of whether Purchaser provides AdvisorAnalyst with a signed copy of the Order(s).
• J.12 The representations, warranties, terms, conditions, indemnities, and liabilities set forth herein shall survive termination or expiry of this Agreement.
• J.13 This Agreement has been drawn up in the English language at the express request of the parties. Les presentes modalits sont publis en anglais à la demande expresse des parties.