HOY PUBLICATIONS, LLC - 2014 - Laserfiche WebLink

Home Browse Search

EXHIBIT A TRADE TERMS AND CONDITIONS These Trade Terms and Conditions are incorporated by reference into the Trade Agreement Cover Sheet entered into between Hoy and Client. 1. Client's use of the Trade Credit shall be subject to Tribune Publishing Advertising Terms and Conditions. Client acknowledges that Client has reviewed the Advertising Terms and Conditions and understands that they are incorporated in full in this Agreement. For ease of reference, the Advertising Terms and Conditions are available at htto://mediakit.lat[mes.com/wr)- content/uploads/2011 Terms General.ndf, 2. The Trade Credit may be used for advertising space only, and may not be used for charges relating to other advertising services performed by Hoy, including, without limitation, production charges and commissions. Hoy will attempt to comply with Client's requests regarding location in paper; however, location of trade advertising, including section, column and page position, CANNOT BE GUARANTEED, and no such guarantee shall be implied by Hoy's acceptance of an advertisement. 3. The value for the Trade Credit will be based on the Client's earned contract rate as set forth in the existing advertising contract, if one exists, or as defined in the table on the attached Cover Sheet. If neither exists, the value of the Trade Credit will be based on the applicable Hoy rate card "open rate" in effect on the date advertising is placed. Advertising placed using the Trade Credit will not count toward total volume or revenue for purposes of determining Client's earned contract rate and may not be used to earn additional rebates based on volume or revenue. Advertising space used over and above the Trade Credit will be for cash payment. From and after the time the Trade Credit has been completely utilized, Hoy shall bill Client for the advertising it publishes in Hoy at the Client's earned contract rate in accordance with Hoy's normal billing practices. 4. The Trade Credit provided for herein shall be used during the Term. Any Trade Credit, unused at the end of the Term will be forfeited in the absence of an extension signed by both parties. 5. Client represents that it has no past due outstanding balances for advertising in Hoy. This Agreement shall be voidable, at Hoy's option, in the event Client has such an outstanding balance. 6. It is understood and agreed by the parties that this Agreement shall in no way influence Hoy's decisions regarding editorial coverage nor shall it be interpreted as placing any obligations whatsoever on Hoy's editorial department. 7. Client hereby represents and warrants that it has the full and exclusive authority to grant to Hoy the rights and /or items set forth herein and has the ability, without consent or action by any third party, to carry out its agreements set forth herein. Client also hereby represents and warrants that the actual retail value of the rights and /or items granted to Hoy under this Agreement are equivalent to the value of the trade advertising that the Client receives under this Agreement. 8. This Agreement does not and shall not be construed as creating a partnership, joint venture or employment relationship between the parties, and nothing contained herein shall cause or be construed as causing either party to be the employee, agent or representative of the other. Neither party shall make any warranties and /or representations or incur any obligations whatsoever on behalf of or in the name of the other party. 9. Should any court of competent jurisdiction find any provision of this Agreement to be unenforceable or invalid, then such provision shall be ineffective to the extent of the court's finding without affecting the enforceability or validity of this Agreement's remaining provisions. 10. The validity, interpretation and construction of this Agreement, and all other matters related to this Agreement, shall be interpreted and governed by the laws of the State of California. The parties agree that Los Angeles, California shall be the exclusive venue for any action between them, whether brought in law, equity or otherwise. 11. No amendment or waiver of any provision of this Agreement shall be effective, unless in a writing signed by each party. No waiver by either party on any one occasion shall be construed as a waiver of any right or remedy on any future occasion or with respect to any prior occasion. 12. This Agreement and the rights and obligations hereunder and may not be assigned by any act of either party or by operation of law, change of control of any such party or otherwise. 13. This Agreement may be executed in any number of counterparts and via facsimile, each of which shall be deemed an original and all of which together shall constitute one and the same agreement. 14. These Trade Terms and Conditions, together with the Cover Sheet, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede any prior or contemporaneous agreements.