ADVERTISER TERMS AND CONDITIONS 

The advertiser, agency, time-buying service, or other media placement service (collectively “Advertiser”) contracting for distribution of advertisements, video assets, overlays, programs, or other content materials of any kind (collectively “Ad(s)”) via linear spot cable system (“System”), video on demand (“VOD”), websites that Hotwire Communications (“Hotwire”) owns, operates, hosts, or distributes ads on (“Web Sites”), applications and/or mobile devices (collectively “Platforms”) pursuant to one or more insertion orders (each, an “IO”) provided to Advertiser and Hotwire hereby agree, as follows:

1. BILLING AND PAYMENTS

(a) Hotwire will bill Advertiser monthly, using the standard broadcast month or calendar month, subject to Section 4. 

(b) Advertiser shall pay each Invoice in full within thirty (30) days upon receipt without any deduction; provided, however, if Hotwire determines that Advertiser has an unsatisfactory credit history, Hotwire, in its sole discretion, reserves the right to require monthly payments in advance (“Advance”) of any scheduled distribution of Ads as a condition to Hotwire’s distribution and/or continued distribution of Ads. If Hotwire requires and Advertiser fails to make such Advance, Hotwire, in its sole discretion, may terminate Advertiser’s schedule for the upcoming month. 

(c) Upon Advertiser’s request, Hotwire, in its sole discretion, may include verification of performance with monthly invoices issued hereunder, but the furnishing and accuracy of such verifications shall not be a condition precedent to Advertiser’s obligation to timely pay any such invoice. Hotwire shall not be liable to Advertiser for and makes no representations or warranties with respect to such verifications. 

(d) Other remedies notwithstanding, Invoices not timely paid as required by this contract shall be considered delinquent and shall bear interest at the rate of one and a half percent (1.5%) per month (or the highest rate permitted by law, if less) until paid in full. In the event Advertiser fails to make such payments, Advertiser and/or Ad Representative, will be jointly and severally liable for all amounts owed and reasonable expenses (including legal fees and other costs) incurred by Hotwire in collecting such amounts. 

(e) Notwithstanding anything herein to the contrary, if Advertiser is an agency, time-buying service or other media placement service acting on behalf of Advertiser and/or agency (or both as the case maybe) then all obligations of Advertiser hereunder, shall be joint and several obligations of such time-buying service, agency and other media placement service as the case may be. 

(f) Failure of an agency, time-buying service or other media placement service to receive adequate funds from an Advertiser does not relieve such agency, time-buying service or other media placement service from the obligations to timely pay all amounts due to Hotwire hereunder. Similarly, payment by an Advertiser to its agency or time-buying services or other media placement service, as the case may be, or payment by an agency to a time-buying service or other media placement service, shall not constitute or otherwise excuse full and timely payment of all amounts due to Hotwire hereunder. 

2. TERMINATION

(a) Hotwire reserves the right to terminate this contract or an IO, or to reject, cancel, terminate, or suspend any Ad at any time, for any reason whatsoever. Upon termination or suspension, all amounts owed Hotwire hereunder and not paid shall become immediately due and payable. 

(b) Advertiser may cancel the distribution of Ads upon fourteen (14) days’ prior written notice to Hotwire, effective no earlier than fourteen (14) days after the commencement of distribution of Ads under this contract. 

(c) Advertiser may cancel the distribution of Ads if Hotwire is in material breach of its obligations hereunder and fails to cure such breach within thirty (30) days of Advertiser’s written notice, except as otherwise stated in this contract with regard to specific breaches. This paragraph notwithstanding, Advertiser may not cancel an IO that is accepted on a non-cancellable basis. 

(d) If Advertiser cancels all or any portion of this contract or an IO, or if Hotwire cancels this contract or an IO for cause due to a breach by Advertiser, all discounts shall be void and rates on the then-current rate card will apply. If Hotwire cancels this contract other than for cause due to a breach by Advertiser, Advertiser shall have the benefit of the same discounts that it would have earned had it been allowed to complete the contract or IO. 

(e) If Advertiser cancels any special promotion, contest, sponsorship, sweepstakes or other service provided to Advertiser by Hotwire or Hotwire affiliates, at Hotwire’s sole discretion, any related discounts for Ads shall be void and rates on the current rate card shall apply. 

 3. AD MATERIALS

(a) Advertiser hereby grants to Hotwire a worldwide, non-exclusive, limited, sub-licensable right to distribute, reproduce, copy, reformat, digitize, cut, adapt, compress, transcode, display, perform and technologically manipulate an Ad, in each case as reasonably necessary in order to distribute the Ads as ordered by Advertiser, or to comply with any applicable law, regulation or court order. 

(b) Advertiser shall, at its sole expense, deliver or cause to be delivered the Ads and all materials for Ads, including, without limitation, artwork, copy, active URLs, and scheduling instructions (“Ad Materials”) to Hotwire in compliance with generally accepted standards of good practice and in accordance with specifications required by Hotwire. 

(c) Advertiser acknowledges that non-center-cut safe HD Ads may lose information displayed in the edges of an Ad. Advertiser shall pay all expenses incurred in connection with the delivery of Ad Materials to Hotwire, and with the return to Advertiser, if such return is directed on the IO or is otherwise requested by Advertiser. 

(d) If Advertiser fails to deliver Ad Materials to Hotwire by the deadline set by the relevant Hotwire market, Hotwire will use reasonable efforts to distribute Ads despite late delivery but shall not be liable for the failure to distribute Ads. Notwithstanding the foregoing, if Advertiser delivers Ad Materials late, Hotwire may bill Advertiser for the media purchased pursuant to the IO. 

(e) Notwithstanding anything in this contract to the contrary, all Ads provided by Advertiser are subject to Hotwire prior approval and network/carrier restrictions and guidelines, including standards and practices and consumer protection statutes. Hotwire may, without restriction or liability, reject or refuse to distribute any Ad or Ad Materials that Hotwire deems in its sole discretion to be illegal, unsatisfactory, unsuitable or contrary to the public interest or for any reason whatsoever. Hotwire shall attempt to so notify Advertiser, and unless Advertiser furnishes satisfactory Ad Material or Ads in a sufficient amount of time in advance of distribution as determined by Hotwire, Hotwire may bill Advertiser for the time reserved. 

(f) All decisions to accept Ads are subject to reconsideration at any time, particularly if new facts are presented to Hotwire that undermine any substantiation submitted with such Ads. In some cases, an Ad’s flight might be suspended while the matter is reviewed, including when a challenger presents strong evidence that an Ad is false. 

(g) Advertiser acknowledges and agrees that it may only run Ads that have been pre-approved by Hotwire and is not permitted to swap out any pre-approved Ads for Ads that have not been approved by Hotwire. 

(h) Advertiser acknowledges that other content, tools or information provided by Hotwire or third parties may appear on the screen over the Ad or Ad Materials, including, without limitation: (i) navigational content appearing during processes such as program selection, ordering and playback; (ii) Emergency Alert System information that Hotwire is obligated by law to display; and (iii) any content, tools or information that a publisher or viewer could cause to be displayed on screen through interactive media or otherwise. Hotwire and Hotwire affiliates may copy and store the Ad during the distribution thereof as Hotwire deems appropriate to optimize the performance of Hotwire content distribution on the Platforms. 

4. RATES AND CHARGES 

(a) Hotwire reserves the right to increase its rates at any time without notice; provided, however, that with respect to IOs which have been accepted by Hotwire prior to such rate increases, no such increases shall be applied to Ads distributed under an IO for 30 days after written notification to Advertiser. 

(b) Advertiser may contract for distribution of Ads of various lengths subject to Hotwire’s rate card and only with prior Hotwire approval. 

(c) Advertiser will pay all non-recoverable out-of-pocket costs incurred in connection with any Ads, promotion, contest, sweepstakes or other service provided to Advertiser by Hotwire or Hotwire affiliates. 

(d) Hotwire may invoice Ads based on performance data provided by a third party or Hotwire. Hotwire specifically disclaims and makes no representations or warranties of any kind, express or implied regarding the performance data. 

(e) In the event a multichannel channel video programming distributor (“MVPD”) participating in an Interconnect ceases carrying a network on which an Ad is scheduled to be distributed, Hotwire may invoice Advertiser pro rata based on the number of subscribers to which the Ad was distributed. 

5. DISTRIBUTION ISSUES; SUBSTITUTIONS

(a) If, for any reason, all or a portion of an Ad is not distributed in accordance with the IO, Hotwire may provide a “make good” for such Ad in the same or a comparable manner or class of time, or alternatively Hotwire may provide a corresponding credit for subsequent Ad distribution. 

(b) In the event a digital IO guarantees delivery of a certain number of impressions, Hotwire will use commercially reasonable efforts to: (i) deliver the impressions in accordance with the delivery obligations set forth in the IO and (ii) deliver the impressions starting with the start date and ending with the end date set forth in the IO. Because the estimates are forecasts, Hotwire makes no guarantee regarding the levels of impressions for any individual Ad. Unless otherwise provided in the digital IO, (i) Hotwire will maintain impression delivery statistics and Advertiser acknowledges that impression delivery statistics provided by Hotwire are the official and definitive measurements of Hotwire’s performance on any impression delivery obligations provided in an IO, and (ii) no other measurements or usage statistics (including those of Advertiser or any third party) shall be accepted by Hotwire or have any effect on an IO. In the event the impression obligation set forth in an IO is reached prior to the end of the term of an IO, Hotwire may cease distribution of the Ads. The impression obligation will be deemed reached if at least 90% of the impressions are delivered. If there is a shortfall in delivery of impressions of more than 10% at the end of any specified period, Hotwire may provide, as Advertiser’s sole remedy, “make good” impressions in the same or a comparable manner or class of time, or alternatively Hotwire may provide a corresponding credit for subsequent Ad distribution. 

(c) Ads scheduled in programs following events which run beyond their normally scheduled time (such as feature films, sports or special programing of any kind), or Ads scheduled in programs which are interrupted for any reason may be automatically rescheduled within the delayed or interrupted program without prior notice to Advertiser and will be billed at the rate as if the event had concluded at is normal time or there had been no interruption. 

(d) Advertiser’s purchase of advertising time on a network may, but does not necessarily, include the purchase of advertising time on duplicate or alternative feeds of such network (or other feeds offered on alternative channel locations, or advertising time distributed on time-shifted basis). 

(e) Hotwire makes no representations or warranties to Advertiser with respect to distribution schedules for Ads that are distributed in high definition feeds. Any verifications of performance delivered by Hotwire hereunder may apply to Ad schedules that run in standard definition feeds or high definition feeds, as applicable and in Hotwire’s sole discretion. If a high definition feed is not simulcast with the corresponding standard definition feed, then Ads will not run at the same time in both feeds. Advertiser acknowledges and agrees that regardless of whether a high definition feed is simulcast with the corresponding standard definition feed, Ads distributed in high definition feeds may not be able to be distributed with the corresponding Ads in standard definition feed. Except as otherwise agreed by Hotwire in writing, distribution of Ads in the standard definition feed as ordered by Advertiser shall satisfy Hotwire’s obligations hereunder. 

HOTWIRE MAY NOT HAVE THE CAPABILITY TO INSERT ON HD SIMULCAST NETWORKS. AUDIENCE ESTIMATES FOR HD PROGRAMMING ARE NOT ADJUSTED FOR NON- INSERTION. 

(f) Hotwire makes no representations or warranties to Advertiser with respect to distribution schedules for Ads that are distributed on Interconnects that include satellite zones in Mountain and Pacific time zone markets. For these markets, the airtime for the satellite homes may occur up to forty five (45) minutes on either side of the invoice run time. The invoiced run time represents the airtime for the cable homes in the market. 

(g) If Hotwire fails to distribute Ad(s) or deliver impressions as specified in an IO due to public emergency or necessity, force majeure, restrictions imposed by law, acts of God, labor disputes, mechanical or electronic breakdowns, or any reason other than Advertiser’s failure to deliver Ad Materials by respective deadline, Hotwire shall, in its sole discretion, offer Advertiser: (i) comparable commercial announcement time on a substitute basis; or (ii) a reduction in the time charges equal to the amount of money proportionally assignable to such Ads not distributed or impressions not delivered. 

6. INTERACTIVE PLATFORMS

In connection with customers and potential customers obtained by means of Ads on interactive platforms, Advertiser will: (a) use the contact information provided by Hotwire’s subscribers (“Subscriber”) solely for the purposes of providing such Subscribers with communications they have specifically opted-in to receive, provided that when a Subscriber is given the option to opt-in, Advertiser shall (i) clearly inform the customer regarding the uses to which such contact information shall be made, and (ii) make reasonably available to such customer the privacy policies to which such information shall be subject; (b) not disclose, sell or share any personally-identifiable Subscriber information to any third party; (c) be solely responsible to respond to all Subscriber inquiries promptly and efficiently; (d) comply at all times with Hotwire Subscriber and Advertiser’s customer contact guidelines, if any; (e) ensure that any Subscriber who requests a “do not call” “do not email” or equivalent listing is immediately removed from all call or email lists and follow-ups; (f) cease all contact with any Subscriber immediately upon request from such Subscriber or Hotwire; (g) transmit all contact data securely and keep all contact data in a secure environment and otherwise be respectful and protective of Subscribers privacy in all respects; (h) not contact Subscribers utilizing an auto-dialer or similar technology or a prerecorded message; (i) make any required disclosures of costs that may be incurred by Subscribers who receive text messages or calls to mobile phones; and (j) comply with all other applicable carrier, network and Hotwire guidelines. In addition, communications made by Advertiser to Subscribers in accordance herewith (A) shall only promote the products and services of Advertiser for which a Subscriber has expressly requested to be sent such communications, and (B) shall not include any advertisement, sponsorship or promotion of or by any party other than Advertiser. Further, any communications between Advertiser and Subscribers or potential Advertiser customers are subject to the reasonable approval of Hotwire. Nothing in the foregoing shall prevent Advertiser from creating lists of, or to market to, customers who have independently contacted Advertiser regardless of whether they had previously used any of Hotwire’s Platforms. 

7. AD DATA; REPORTS

(a) Hotwire may collect, retrieve, retain, analyze, store and otherwise use certain information and/or data relating to any one or more Ads or associated video or other content assets, including without limitation, information or data with respect to numbers of views, viewing trends or durations, time shifting or usage statistics, impressions, clicks, interactions subject to Section 6 above, or any other information or data reflecting the success, performance, response rates or patterns of Subscriber behavior relating to Ads or associated video or other content assets of any kind (collectively “Ad Data”). 

(b) Except as otherwise agreed by Hotwire in writing, Hotwire shall have no obligation to provide Advertiser with any reports or Ad Data of any kind relating to any one or more Ads. To the extent Hotwire does provide Advertiser with reports or Ad Data as set forth above, Hotwire shall use commercially reasonable efforts to deliver such reports or Ad Data to Advertiser in accordance with industry standards, but Hotwire does not warrant the accuracy of any such reports or Ad Data. 

(c) If for any reason Hotwire does provide Advertiser with Ad Data, such Ad Data shall constitute Confidential Information of Hotwire and shall be subject to Section 11 below. In addition, Advertiser shall not (i) combine any Ad Data received by it with any other data or information; (ii) use such Ad Data for any purpose other than the evaluation of Advertiser’s advertising campaign on Hotwire Systems; (iii) re-identify or attempt to re-identify an individual; or (iv) use such Ad Data for a discriminatory purpose or in a manner contrary to law. 

8. INDEMNIFICATION/LIMITATION OF LIABILITY

(a) Advertiser shall, to the fullest extent permitted by law, indemnify, defend, and hold Hotwire and Hotwire affiliates harmless from and against any and all claims, suits, actions, damages, liabilities, judgments, losses, assessments, interest charges, penalties, costs, and expenses (including, attorneys’ fees and disbursements) arising out of or relating to: (i) the creation or production of Ads provided and/or authorized by Advertiser; (ii) the distribution of the Ads, the content or subject matter of the Ads, the Ad Materials, including, without limitation, any Ad or Ad Materials that infringe, misappropriate, or violate the rights of any third party, IP or otherwise, violate applicable law or regulations, or give rise to any claim or cause of action or results in actual damages or losses; (iii) any breach or alleged breach by Advertiser of this contract or any of Advertiser’s representations or warranties hereunder; and (iv) any third-party claims related to the use of any data provided by Advertiser. The foregoing representations, warranties, and indemnities shall survive the completion, cancellation, or termination of this contract. 

(b) Notwithstanding anything in this contract to the contrary, the sole remedies available to Advertiser for any claims arising out of: (i) a breach of this contract by Hotwire or its affiliates; (ii) the negotiation or performance of this contract; or (iii) the distribution by Hotwire or its affiliates of the Ads or Ad Materials provided by or on behalf of Advertiser shall be: (y) substitute distribution of Ads or Ad Materials or related material at a subsequent time in the same or comparable manner or class of air time; or (z) a refund of amounts paid by Advertiser for the unfulfilled portion of this contract, in the sole discretion of Hotwire. 

(c) IN NO EVENT SHALL HOTWIRE OR HOTWIRE AFFILIATES BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, OR OTHER DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, GOOD WILL, OR OTHER PECUNIARY LOSS) ARISING OUT OF THIS CONTRACT OR BE SUBJECT TO EQUITABLE REMEDIES OR INJUNCTIVE RELIEF. (d) The provisions of this Section 8 shall survive any cancelation or termination of this contract. 

9. REPRESENTATIONS AND WARRANTIES

(a) Advertiser represents and warrants that: (i) Advertiser has the right to enter into this contract and the power and all authorizations necessary to conclude this contract for and on behalf of the Advertiser; (ii) Advertiser has, at its sole expense, secured all necessary licenses, rights, releases, consents and clearances required in connection with such distribution on the Platforms, including, but not limited to, copyright performance and music synchronization rights (including without limitation through to the viewer music performance rights) with regard to all Ads and Ad materials; (iii) the Ads do not violate any federal, state or local laws, statutes, ordinances, or regulations and codes; (iv) Ads are not defamatory, libelous, pornographic, obscene, or otherwise unlawful; (v) Advertiser has the sole right, title, and interest, or that Advertiser has written permission, to make use of the name, logos, and trademarks of the entity under which Advertiser advertises and does business; (vi) Advertiser has a reasonable basis for all claims made within the Ads, possesses appropriate documentation to substantiate such claims, and shall fulfill all commitments made in its campaigns, and that all product information it provides is truthful, accurate, and complete, and is not misleading in any way; (vii) (A) any data provided by Advertiser or its respective service providers in order to facilitate the delivery of data-informed and/or addressable advertising (“Advertiser Data”) has been collected in accordance with all laws and privacy policies, (B) the use of such Advertiser Data by Hotwire will not violate any laws or the rights of any third parties, (C) Advertiser has the right to use the Advertiser Data for the purpose for which it is being provided, and (D) the collection or use of data arising from an Ad is done in compliance with Advertiser’s privacy policy, applicable law, and any applicable industry self-regulatory principles or rules that may be applicable to Advertiser; (viii) all Ads comply with applicable network, carrier, and Hotwire guidelines; (ix) Advertiser shall not use Hotwire’s short code or keywords except as permitted by Hotwire in connection with the applicable IO; (x) all Ads for distribution are free of viruses, bombs, bots, and other computer routines that may damage or expropriate any Hotwire data or System; (xi) Advertiser shall not use or retain any data collected through the Platforms, or otherwise received from Hotwire except as necessary for delivery (for clarification, the foregoing precludes, among other things, Advertiser from re-targeting or remarketing covered site users on other websites); (xii) Advertiser shall not use the Ads to place any Flash local shared objects or other types of client-side storage on the computer of a covered site user, except for HTTP cookies; and (xiii) Advertiser shall comply with all laws in connection with its receipt and use of Hotwire information and exercise of its rights under this contract. 

(b) If Advertiser is an agency, other media buying service or time-buying service acting on behalf of an advertiser and/or agency (or both, as the case may be) such agency, other media buying service or time buying services hereby represents, warrants and covenants that it has the authority from such advertiser and/or agency (or both as the case may be) to enter into this contract and to otherwise act as agent for such advertiser and/or agency (or both as the case may be) for all purposes hereof. 

(c) Advertiser hereby attests that (a) if Advertiser is an organization, it is based in the United States and is legally permitted to sponsor or pay for Ads in the United States, and (b) if Advertiser is an individual, he or she is a United States citizen or a lawfully admitted permanent resident of the United States. 

(d) Political Online Ads: If Advertiser submits for distribution any Ads purchased by independent expenditure committees that relate to ballot measures and candidates for state or local elections in the state of New York, Advertiser represents and warrants that it will comply with the following additional requirements: independent expenditure committees that purchase political Ads must self-disclose their status and submit to Hotwire a copy of their registration documents filed with the New York State Board of Elections. Hotwire reserves the right to impose additional restrictions with respect to other states. 

(e) Hotwire and Hotwire affiliates hereby disclaim any and all warranties, including, without limitation, any warranties of merchantability, fitness for a particular purpose, or other warranties arising by usage of trade, course of dealings, or course of performance. Without limiting the foregoing, Hotwire specifically disclaims any warranties relating to the effectiveness of any Ads distributed pursuant to this contract and does not guarantee any financial benefits to Advertiser by virtue of distributing Advertiser’s Ads. All reports and data provided by Hotwire hereunder or pursuant to any IO are provided ‘as-is’ without any warranties or representations of any kind. Hotwire does not warrant or guarantee customer response rates or the ability to convert responses into sales. Hotwire does not warrant or guarantee the profile or demographics of a respondent. Hotwire specifically disclaims and makes no representations and warranties of any kind, express or implied, regarding ratings and impressions estimates. 

10. SUBSCRIBER COUNTS

(a) Hotwire makes no representations or warranties to Advertiser with respect to the number or composition of: (i) Subscribers to whom an Ad actually may be distributed; or (ii) users by whom an Ad may be viewed or accessed, as the case may be. The number and composition of Subscribers or users to a Platform is an estimate and will vary by networks, type of video feed, programming tier or package, geographic areas, and other circumstances, and may change at any time. 

(b) Notwithstanding anything to the contrary in this contract or in any other materials reviewed by Advertiser, the number of Subscribers to which any Ad shall be deemed distributed for purposes of the contract shall be the applicable Subscriber counts for each applicable System. Under no circumstances shall Hotwire be liable to Advertiser in any way for any changes that may occur in the number or composition of Subscribers to any System (or other distribution platform) network tier or channel during the term of the contract or otherwise. 

(c) Hotwire may place Ads on behalf of third-party systems operators under an advertising interconnect or other agreement in effect for all or part of a Designated Market Area (“Applicable DMA”). In such event, Hotwire cannot guarantee that Ads ordered by Advertiser will be distributed to all Subscribers within the Applicable DMA. Advertiser hereby agrees that an order shall be deemed fulfilled if an Ad is distributed to at least ninety percent (90%) of Hotwire’s insertable Subscribers in the Applicable DMA. 

(d) ADVERTISEMENTS MAY BE VIEWABLE ONLY IN A PORTION OF THE GEOGRAPHICAL AREA COVERED BY THE INTERCONNECT OR SYSTEM HEADEND. HOTWIRE MAY USE SEVERAL DIFFERENT ACCEPTABLE INDUSTRY STANDARDS FOR CALCULATING SUBSCRIBER NUMBERS AND HOTWIRE’S METHODS MAY DIFFER FROM THOSE USED BY OTHER SYSTEM OPERATORS. 

11. CONFIDENTIAL INFORMATION

Hotwire and Advertiser each agree to take commercially reasonable steps to protect all “Confidential or Proprietary Information” provided by one party to the other or obtained in the performance of this contract, and not to publish or disclose the other party’s Confidential or Proprietary Information to any third party without the other’s written permission. Advertiser will identify its Confidential or Proprietary Information in writing to Hotwire within fourteen (14) days of disclosure. Hotwire’s Confidential or Proprietary Information shall include all information that Advertiser should reasonably understand because of legends or other markings, the circumstances of disclosure, or the information itself, to be proprietary and confidential to the disclosing party regardless of whether such information is marked “Confidential.” Hotwire and Advertiser both agree to use the Confidential and Proprietary Information provided by the other solely for the purposes of performance under this contract and shall confine the knowledge of such Confidential or Proprietary Information only to its employees, agencies, and other representatives requiring such knowledge and use in the ordinary course and scope of their jobs. However, the receiving party may use or disclose information that is or becomes publicly available through no act of the receiving party, is already lawfully in its possession, is required to be disclosed by law, is independently developed by it, or is lawfully obtained from third parties. Advertiser shall not issue any press releases relating to this contract. Hotwire’s rates, personally identifiable information (“PII”) of Subscribers, and all response rates and other patterns of customer behavior associated with interactive Ads constitute Hotwire “Confidential or Proprietary Information” pursuant to this paragraph. To the extent Advertiser receives PII from or about Subscribers, respondents to interactive functionality in Ads through the performance of its obligations under this contract, Advertiser will use such information solely for purposes of responding to or fulfilling the specific customer-initiated transaction (i.e., customer request for information) through which such information was obtained. As between Hotwire and the Advertiser, all PII and any data (including that Ad Data or other data contained in any reports provided by Hotwire) and used pursuant to an IO, or gathered or collected during delivery of an Ad, that identifies or allows identification of any Subscriber, or any content, context, or users of the foregoing, and any information entered or provided by users of any Web Sites or Subscribers are and shall remain the exclusive property of Hotwire (and be deemed its Confidential or Proprietary Information) and Advertiser shall not acquire any right, title, or interest therein. Advertiser shall not retain, use, or disclose such PII, data, or other Confidential or Proprietary Information for any other purpose unless it receives the customer’s separate prior written or electronic consent to do so. Advertiser agrees to display its privacy policy in a readily accessible and conspicuous location and to take reasonable steps to enable customers to access Advertiser’s privacy policy. Advertiser agrees to comply with all applicable privacy laws. 

12. ADDITIONAL TERMS

(a) Hotwire’s obligations hereunder are subject to all laws and applicable network and carrier guidelines, now enforced or hereafter enacted. 

(b) This contract, including the rights under it, may not be resold, assigned or transferred by Advertiser without first obtaining the written consent of Hotwire; nor may Hotwire be required to distribute the Ads hereunder for the benefit of any advertiser other than the party named on the IO. Any resale, assignment, or transfer prohibited hereunder shall be null and void. Failure of Hotwire or Advertiser to enforce any of the provisions herein shall not be construed as a general relinquishment or waiver as to that or any other provision. 

(c) Hotwire shall exercise normal precautions in handling property provided by the Advertiser but assumes no liability for loss or damage to Ad Materials and other property furnished by Advertiser hereunder. 

(d) All production materials provided by Hotwire and used in Ads are and remain the exclusive property of Hotwire. 

(e) Hotwire shall only recognize agency commissions that conform to industry standards and practices and shall have no obligation to pay such commissions. (f) Audience estimates provided are prorated market-level impressions, adjusted based on each network’s ad-insertable households by Syscode. Syscode level Ad-Insertable Universe Estimates (AIUEs) for each network are based on quarterly Nielsen Universe Estimates and adjusted by the percentage of total system Subscribers capable of receiving advertisements. In cases where Nielsen does not provide Universe Estimates for the ad-delivery mechanism of an MVPD, publicly disclosed Subscriber counts will be used. The information provided may be periodically updated by Hotwire. For more information, please contact your Advertising Sales Executive. 

(g) Any ratings and impressions estimates provided by Hotwire are based on data provided by Hotwire or a third party and are for informational purposes only and may not be used for billing purposes. Hotwire’s spot and clearance information provided during a broadcast month is preliminary and may vary from final verifications and/or invoices. 

(h) Advertiser will be billed and will be required to pay for Ads based on final invoices. 

(i) This contract and any IOs under this contract contain the entire agreement between the parties relating to the subject matter hereof, and no change or modification of any of its provisions shall be effective unless made in writing and signed by both parties. Advertiser acknowledges and agrees that any entity that distributes an Ad sold by Hotwire hereunder shall be a third- party beneficiary of this contract and entitled to enforce rights granted to Hotwire hereunder directly against Advertiser. 

(j) This contract shall be interpreted, governed, and construed in accordance with the laws of the State of Florida without regard to its principles governing conflicts of law. All disputes, controversies or claims that relate in any way to this contract, except collection proceedings brought by Hotwire or a collection agency designated by Hotwire related to fees owed by Advertiser to Hotwire, will be resolved by arbitration in Fort Lauderdale, FL, in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The award by the arbitrators shall be final and may be enforced in any court having jurisdiction. Further, no action, regardless of form, arising out of or relating to the transactions under this contract, may be brought by Advertiser more than one hundred twenty (120) days after the occurrence giving rise to such action. 

(k) Nothing in this contract shall constitute a partnership or joint venture between the parties or constitute either Advertiser or Hotwire as the agent of the other for any purpose whatever. 

(l) If any provision of this contract is amended, invalid, illegal, or unenforceable in any jurisdiction, such provision the remainder of this contract shall remain in full force and effect. 

(m) Advertiser agrees that Hotwire may respond to credit requests from third parties regarding Advertiser’s creditworthiness. 

(n) Advertiser agrees that Hotwire may identify it as an advertiser of Hotwire in client lists and other marketing materials. 

(o) In the event Advertiser contracts with Hotwire for the production of Ads, additional and separate terms and conditions shall govern that contract and can be found at https://gethotwired.com/terms. 

(p) Identity Verification. Advertiser must comply with Hotwire’s identity verification procedures in order to place political advertising on Hotwire’s digital properties. These procedures require Advertiser to provide the following information: organization name, address, phone number, email and federal tax identification number (i.e. FEIN) or Federal Election Commission (FED) identification number. In the absence of an FEIN or FEC ID number, Advertiser may provide a copy of its W-9 or IRS verification letter (CP 575). 

(q) No Open Exchange. Advertiser acknowledges that Hotwire does not accept political advertisements on open exchange marketplaces or open auctions. 

The person who executes this contract on behalf of Advertiser expressly represents and warrants that he/she has full and complete authority to do so, knowing that Hotwire intends to rely solely thereon. Upon execution of this contract, please return all pages of the same to Hotwire.