THE MANAGEMENT GROUP, LLC
485 Madison Avenue, 21st Floor
New York, New York 10022
Re: Ad Representation
Agreement between Track Entertainment and Publisher
Publisher:
1)
Publisher acknowledges that
Track has been granted the exclusive third party right to represent Publisher’s
US inventory and to negotiate and sell approved advertisements on the Web
Site during the Term. Publisher agrees not to engage any additional third party
companies to provide Publisher with the services being provided by Track. Track
agrees that Publisher’s internal sales force has the right to negotiate and
sell advertisements on the Web Site during the term provided that they
coordinate and communicate with Track such that there is no overlap with media
buying agencies.
2)
Gross Revenues from each advertising
campaign less ad serving costs will be shared between Publisher and Track at a
60/40 split to the advantage of Publisher. Payments will be made to Publisher no
later than 30 days after receipt of payment by Track from advertiser.
3)
Publisher agrees to post a
‘Sales Inquiry’ button/link directing all prospective media buyers to Track
Entertainment’s Network sales inquiry form.
4) Representations
and Warranties. The parties warrant and represent to each other that
they each have the full right, power and authority to enter into and fully
perform this Agreement, and that they are not subject to any disability or
restriction which could interfere with the full and complete performance of
their respective obligations hereunder.
5) Term This
agreement shall have a term of 1 year from the Effective Date (date of online
acceptance) and automatically renew for consecutive 1 year terms unless either
party terminates with 30 days written or email notice to the other party prior
to the one year anniversary of the effective date.
6) Miscellaneous.
(a) Notices
provided for herein shall be considered effectively given when delivered by
nationally recognized delivery service or certified mail or registered, postal
prepaid, addressed as provided on the first page of this Agreement.
(b) Neither
Track Entertainment nor Publisher shall assign any of their respective rights
or obligations hereunder without the prior written consent of the other, not to
be unreasonably withheld.
(c) This
Agreement sets forth the entire agreement between the parties with respect to
the subject matter hereof, and supersedes all prior agreements. No
modification, amendment, waiver, termination or discharge of this Agreement
shall be binding upon the parties hereto unless confirmed by a written
instrument signed by both parties. No waiver of any provision of any default
under this Agreement shall affect the rights of the parties thereafter. Should
any provision of this Agreement be invalid or inoperative, such decision shall
not affect any other provision hereof, and the remainder of this Agreement
shall be effective as though such void, invalid or inoperative provision had
not been contained herein.
(d) This
Agreement shall be governed by and interpreted in accordance with the laws of
the State of New York applicable to agreements made and wholly to be performed
therein. Track Entertainment and Publisher agree to submit to the jurisdiction
of the Federal or State courts located in New York County, New York in any
action which may arise out of this Agreement and said courts shall have
exclusive jurisdiction over all disputes pertaining to this Agreement and all
matters related thereto.
7) ComScore Track
will make every effort to pitch Publisher as part of the Track Entertainment
Network, and as such please see the language below that allows traffic from
Publisher to be incorporated into the Track’s total network numbers as reported
by ComScore Publisher will remain indexed as a stand alone property.
I,
[name], [title] of Publisher, certify that Publisher
a) is the majority owner of
the URLs listed below
b) enjoys a legitimate
business relationship with Track Entertainment justifying the aggregation of
this traffic, and
c) requests assignment of
the traffic to these URLs from Publisher to Track Entertainment in the comScore
Networks syndicated audience measurement reports.
In
requesting this assignment, I understand that Publisher will not receive credit
for traffic to these URLs in the syndicated audience reports for those entities
where Track Entertainment elects to include these URLs. These URLs may not be
assigned to any other company. In the event that comScore Networks receives
multiple requests for assignment of the same URL, comScore will review and
honor the request most recently received.
I
understand that this request is subject to review by comScore Networks to
determine that the assignment of traffic is consistent with comScore Networks
reporting rules. comScore Networks retains the right in its sole discretion to
refuse the requested assignment if such assignment would in fact be
inconsistent with comScore Networks reporting rules. If necessary, comScore
Networks may require additional documentation to verify ownership of the URLs
before granting this request. For example, if Publisher is not the named
registrant of the URLs listed below, Publisher must provide documentation
demonstrating that the registrant of those URLs is (1) owned or (2) employed by
Publisher
I understand that acceptance
of this letter by comScore Networks, Inc. imposes no legal liability whatsoever
on comScore Networks, Inc. for damages, whether actual, incidental or
consequential, relating to the maintenance or reporting of the attached URLs.
I understand that Publisher is fully responsible for timely notification to
comScore Networks, Inc. of any updates to the list below, including, but not
limited to, changes in ownership of any of those URLs.
Publisher shall indemnify and
hold harmless comScore Networks from and against any claims, liabilities, costs
and expenses of any kind (including reasonable attorney’s fees and expenses)
arising out of any allegation of improper assignment of the URLs pursuant to
this letter