Terms and Conditions

Digital Advertising Terms and Conditions

Following are the terms and conditions on which Farm Journal or its Affiliates (the “Company”) will provide an advertiser or its agency (“Advertiser”) services, including distribution of digital advertisements via websites, social media, eNewsletters, mobile (SMS, MMS, Mobile Apps), and/or email blasts (“Deliverables”) on digital platforms that the Company owns, operates, hosts or distributes from (“Platforms”), pursuant to one or more insertion orders (“IO(s)”) that specifies one or more campaigns (“Campaign(s)”) the parties may negotiate from time-to-time.

1. RESERVATION OF INVENTORY: Unless stated otherwise in an Advertiser’s IO, upon receipt and acceptance of an Advertiser’s IO, Company shall reserve the impressions or other digital inventory, as available, for the Advertiser’s Campaign (“Reserved Inventory”).

2. IMPRESSION GUARANTEES AND CALCULATIONS: A Campaign is considered fully delivered if at least ninety percent (90%) of the impressions (as applicable) were achieved. The Company will use commercially reasonable efforts to fulfill the impressions in the IO including, but not limited to, by optimizing Campaigns, updating/adding networks and/or expanding targeting The Company will schedule impression-based Campaigns with even delivery over the flight of the Campaign, but actual delivery will be subject to inventory availability and Platform algorithms. The Company will invoice the Campaign(s) according to IO(s). If there is under-delivery of impressions of more than ten percent (10%) at the end of a Campaign, the Company will provide, as Advertiser’s sole remedy, under-delivery “make-good” impressions (if applicable) or, upon mutual agreement, the Campaign will be invoiced on actual impressions served.

3. THIRD PARTY SERVICES: All impressions and/or other measurements of advertisements by a third-party service shall, at Company’s sole discretion, either be based on Company’s calculations or such third-party services’ calculations. Unless otherwise agreed to in writing, Company will invoice for the Deliverables on Company’s Platforms based on such Platform’s own delivery metrics (“Metrics”); and (if applicable) Company has the right to invoice for Deliverables according to third-party services’ and Company’s services/deliveries based on the In the event Company and Advertiser agree in writing that certain Campaigns will be invoiced based on something other than the Metrics, Company will invoice for such Campaigns based on such other third-party metrics as long as the delivery discrepancy from third-party metrics and Metrics is less than ten percent (10%). To the extent Company fails to provide Advertiser with the number of impressions guaranteed (if applicable) on its Platforms or third-party services, Company will provide as a sole remedy a “make-good” by extending the Campaign beyond the end date specified in the IO until the remainder of the guaranteed impressions are delivered. Or upon mutual agreement, the Campaign will be invoiced on actual impressions served.

4. CANCELLATION AND TERMINATION:

a. Non-Cancelable Without Unless clearly designated on the IO as “cancelable,” Advertiser may NOT cancel the IO, or any portion thereof. Advertiser is responsible for payment for Reserved Inventory.

b. Cancelable Without If clearly designated on the IO as “cancelable,” Advertiser may cancel the IO, or any portion thereof as follows:

i. With thirty (30) days’ prior written notice to Company, without penalty, for any flat fee based or fixed-placement Deliverable, including, but not limited to, roadblocks, time-based or share-of-voice buys, and certain types of

ii. With fourteen (14) days’ prior written notice to Company, without penalty, for any guaranteed Deliverable, including, but not limited to, “cost per thousand” (CPM) For clarity and by way of example, if Advertiser cancels any portion of the IO eight (8) days prior to commencement of the Campaign, Advertiser will be responsible for payment for the Reserved Inventory for the first six (6) days of those Deliverables.

iii. With seven (7) days’ prior written notice to Company, without penalty, for any non-guaranteed Deliverable, including, but not limited to, “cost per click” (CPC) Deliverables, “cost per lead” (CPL) Deliverables, “cost per action” (CPA) Deliverables, or non-guaranteed “cost per thousand” (CPM)

c. Custom Production. Advertiser shall be responsible for payment for development or production of any custom material (“Custom Material”) provided to Advertiser or completed by Company or its third-party vendor prior to The amount due for such Custom Material shall be the value whether stated as a separate line item or provided as value-add.

d. For Cause. Either Company or Advertiser may terminate an IO at any time if the other party is in material breach of its obligations hereunder, which breach is not cured within ten (10) days after receipt of written notice thereof from the non- breaching party.

e. Short Rates. The Company reserves the right to “short rate” Deliverables to partial cancellation of an IO.

5. CREATIVE ADVERTISING MATERIALS:

a. Submission and Deadline. It is the Advertiser’s sole obligation to supply its creative advertising materials (“Creative”) in accordance with Company’s digital production specifications and policies no less than three (3) days in advance of the start of a Campaign (“Creative Deadline”). Creative not received by Company by the Creative Deadline cannot be adequately quality checked and will not be entitled to approval or revision by the Advertiser. If new Creative is not received by the Creative Deadline, then until such time as Company completes its quality check and approval of new Creative, the Company may exercise the right to publish existing Creative until the new Creative is approved.

b. Late Creative. If Creative is not received by the Creative Deadline and in accordance with Company’s production specifications and policies, and no existing Creative is available for use, Company will charge Advertiser beginning on the IO or Campaign start date on a pro rata basis for any Reserved Inventory for each full day the Creative is Company and Advertiser will negotiate resolution in good faith if Company receives Creative by the Creative Deadline but fails to commence a Campaign on the IO start date.

6. REPORTING: If Company is serving the Campaign, Company will make Campaign reporting available monthly, either electronically or in writing, unless otherwise specified on the IO.

7. DIGITAL TAGS: The Advertiser acknowledges that a Platform’s audience, including any of the behavior(s) of that audience on its Platform(s) (collectively “Audience Data”), is the property of the Company. The Advertiser may attach digital media tags (“Digital Tags”) to Advertiser’s Creative for the sole purpose of Campaign The Company reserves the right, in its sole discretion, to also attach digital tracking technology to Advertiser’s Creative – for the Company’s proprietary tracking. The Advertiser agrees that the Advertiser, including any third-party partner or vendor of Advertiser, will use only industry standard methods of tracking and reporting. Further, Advertiser agrees that at no time shall the Advertiser, nor any of its third-party partners or vendors, use the Digital Tags in any way or by any means to extract Audience Data from a Campaign.