Advertising Terms and Conditions for imediagroup inc. and/or its division Ultra-Media Solutions (imediagroup inc.)

For the purpose of these advertising and media conditions, the person(s), firm or corporation contracting for advertising space, time, digital or any other media services, under this Agreement, whether as principal (the “Advertiser”) or as agent (the “Agency”), is deemed to be duly authorized for all purposes relating to this Agreement.

If an Agency has accepted this Agreement on behalf of an Advertiser, the Advertiser and the Agency shall be jointly and severally liable for all obligations under this Agreement. The term “Agency” in these terms and conditions refers to an agent acting on behalf of an Advertiser and is not synonymous with imediagroup inc.. imediagroup inc. may be contracted by the Advertiser directly to be the AOR (Agency of Record) and in that case the Advertiser is solely liable. The Advertiser/Agency accepting this Agreement hereby agrees as follows:

1. Payment Terms
A. The Advertiser/Agency agrees to pay imediagroup inc. for the services contracted for herein Fifteen (15) days prior to the date of start of work and in advance of the commencement of any related creative, production or media planning work or the creative media release deadline, whichever comes first.

B. The Advertiser/Agency agrees that (imediagroup inc.) may conduct credit inquiries on the Advertiser/Agency as long as any sums owed to (imediagroup inc.) have not been paid entirely. The Advertiser/Agency authorizes any third party to convey any information of a financial matter about the Advertiser/Agency at the request of (imediagroup inc.).

C. imediagroup inc. reserves the right to charge Advertiser/Agency interest at the rate of (1.5%) per month on invoices that have balances.

D. imediagroup inc. reserves the right to charge credit cards on file for balances sixty (60) days past due.

2. Termination
A. imediagroup Inc. or Ultra Media Solutions (imediagroup inc.) reserves the right at its absolute discretion, and at any time, to cancel any advertising order or reject any advertising, whether or not the same has already been acknowledged and/or previously run.

B. Contracts are non–cancelable two weeks prior to the beginning of contracted work or advertising schedule, whichever comes first. Otherwise the Advertiser/Agency agrees to be responsible for full previously established payment terms. In the event of cancellation or rejection by imediagroup inc., advertising already run shall be paid for at the rate that would apply if the entire order were fulfilled. Cancellation of any portion of any advertising order or contract by or on behalf of the Advertiser automatically nullifies any rate discount, including for previously run advertisements, and may result in a short-rate. In such event, the Advertiser and/or Agency must reimburse imediagroup inc. for the short-rate, the difference between the contracted advertising frequency, and the higher rate based on reduced advertising volume, within 15 days of invoice therefore.

C. In the event of termination of this Agreement by Advertiser/Agency, other than for breach by (imediagroup inc.) of imediagroup inc.’s obligations under this Agreement, prior to the completion of all media contracted for, the Advertiser/Agency shall pay (imediagroup inc.) all amounts owing for services rendered by (imediagroup inc.) which have been contracted for by the Advertiser/Agency up to and including the date of termination at imediagroup inc.’s published or other agreed upon rates for such lesser number of advertisements. Notwithstanding such early termination, the Advertiser/Agency shall also reimburse imediagroup inc. for all sums imediagroup inc. has expended or is required to expend for all contractual commitments of supply made by it in order to fulfill the terms of this Agreement.

D. In the event of cancellation of this Agreement by imediagroup inc. due to default of the Advertiser/ Agency to make any payment provided for, or as the result of the breach of any of its terms or conditions, imediagroup inc. shall be entitled to recover as damages, and the Advertiser/ Agency shall pay to imediagroup inc. the total of all amounts due, or to become due hereunder, to the expiration of this Agreement or any renewal term thereof. The Advertiser/Agency agrees that such amounts are liquidated damages. imediagroup inc. shall also be entitled to recover, and the Advertiser/ Agency shall pay, the costs and expenses of imediagroup inc., including reasonable legal fees, in the collection of the amounts due hereunder to imediagroup inc.. In addition, the Advertiser/Agency will reimburse imediagroup inc. for all sums which imediagroup inc. has expended, or may be required to expend, for all contractual commitments of supply made by it in order to fulfill the terms of this Agreement.

3. Obligations of the Advertiser/Agency
A. The Advertiser/ Agency shall provide imediagroup inc. with completed content of advertisements, prior to previously established media deadlines and within required material specifications and formats and are subject to account and copy clearance by the various media concerned

B. The Advertiser/ Agency shall ensure that all media submitted to imediagroup inc. are in accordance with commercial and trade ethics, applicable codes and laws or by-laws in force at the time of media being run. The Advertiser/ Agency guarantees that all media submitted to imediagroup inc. shall be in accordance with the foregoing and undertakes to defend, indemnify, save harmless imediagroup inc., its parent, related and affiliated companies, its officers, directors, shareholders, agents, servants and employees, for any amount of damages, expenses, fines or claims of any nature which imediagroup inc. could be legally or otherwise exposed to following the execution of its obligations under this Agreement. Rates and proposals are based on proprietary information and are entirely confidential. Media plans are provided based on the mutual understanding that the plan will be implemented by imediagroup. We provide specifications with the understanding that the client will not contact the vendor under any circumstances and everything needs to be redirected to imediagroup.

C. In the event of errors in or omissions of any advertisement(s), including those caused by Force Majeure, imediagroup inc.’s liability shall not exceed a refund of amounts paid to imediagroup inc. for the advertisement. imediagroup inc. is not responsible for errors in key numbers. In addition, imediagroup inc. shall not be liable for any damages, losses, costs or expenses of any kind suffered by the Advertiser/ Agency arising from the substation, interruption or postponement of any commercial advertisements or services if due to any of the following events:
(i) Act of God, technical problems, a public emergency or necessity, legal restrictions, power failure, natural disasters, strike, adverse weather conditions or any other circumstances resulting not from doings of imediagroup inc., its employees or third parties, or at the direction of federal, provincial or municipal authorities, the direction or regulation of the Federal Communications Commission (“FCC”), and other government agencies. Or for any other reason including labor disputes, mechanical conditions, or as the result of a contractual agreement with a network or a federal, provincial or municipal election or referendum;
(ii) In any case where, at the discretion of imediagroup inc., a modification to commercial copy work or the media schedule of paid commercial advertisements is required in the public interest or by public order; or
(iii) A modification to commercial copy work or the media schedule of said commercial advertisements is required in order to comply with any law, by-law or directives issued by any governmental or public authorities

4. Material Provision and Shipment
A. All advertising material supplied by the Advertiser/ Agency is subject to imediagroup inc.’s prior written approval and imediagroup inc. is expressly authorized to reject such material, in its absolute discretion and may require Advertiser/ Agency to furnish substitute material satisfactory to imediagroup inc.. Unless the Advertiser/Agency furnishes satisfactory material prior to previously established time, or notifies imediagroup inc. that such material will be available imediagroup inc. shall have the right to supply substitute material, or in the case of announcements, to run non-commercial material. In each case, imediagroup inc. may charge, in its absolute discretion, for contracted time.

B. All material that is supplied by Advertiser/ Agency shall be in accordance with the appropriate standard media advertising and product codes and deadlines.

5. Liabilities
A. The Advertiser/Agency agree to jointly and severally defend, indemnify and save harmless imediagroup inc., its parent, divisions, related and affiliated companies, its officers, directors, shareholders, agents, servants and employees, against all or any claims, damages, liabilities, costs and expenses of any nature whatsoever whether accrued, absolute, contingent or otherwise, including without limitation legal fees and costs for defamation or trade practice, illegal competition, infringement of trademarks, trade names or program titles, violation of rights of privacy, infringements of copyrights and proprietary titles, failure to secure synchronization rights, and all other claims and demands liabilities and costs resulting from the advertisement of any material furnished by, or for, the Advertiser/Agency. When imediagroup inc. is the AOR, the Advertiser shall indemnify and save harmless imediagroup inc., its parent, divisions, related and affiliated companies, its officers, directors, shareholders, agents, servants and employees, against all or any claims, damages, liabilities, judgements, settlements, actions, costs and expenses of any nature whatsoever whether accrued, absolute, contingent or otherwise, including without limitation legal fees and costs. The Advertiser agrees that it is their sole responsibility to insure that any applicable local, state or national laws in which their ads appear are adhered to. The Advertiser is responsible for being lawful and accurate in presenting their products and/or services and any related claims for defamation or trade practice, illegal competition, infringement of trademarks, trade names or program titles, violation of rights of privacy, infringements of copyrights and proprietary titles, failure to secure synchronization rights, and all other claims and demands liabilities and costs resulting from the advertisement of any material.

6. General
A. All issues relating to advertising will be governed by the laws of the State of New York applicable to contracts to be per formed entirely therein. Any action relating to advertising must be brought in the state or federal courts in New York, New York and the parties hereby consent to the jurisdiction of such courts.

B. Unless otherwise stated herein, all notices provided hereunder shall be in writing and shall be given either by courier, mail, facsimile or by delivering same, addressed to the imediagroup inc., the Agency or the Advertiser, at the addresses contained on the face of the Agreement.

C. Unless Purchaser provides imediagroup inc. with an objection, in writing, within the industry standard time frame, Purchaser shall be deemed to have accepted the Terms and Conditions herein.

D. In the event of a conflict between these advertising conditions and any provisions on the face of the imediagroup inc. Agreement, the provisions on the face of the imediagroup inc. Agreement shall prevail.

E. The Advertiser and/or Agency agree to reimburse imediagroup inc. for its attorneys’ fees and costs in collecting any unpaid charge or portion of the charge for any advertisement.

F. Failure by imediagroup inc. to enforce any provision of this agreement shall not be considered a waiver of such provision.