ADDITIONAL TERMS & CONDITIONS

The following are the Additional Terms & Conditions (“Additional Terms”) of any Insertion Order (“IO”) entered into by an Advertiser and Morning Brew, Inc. (“Morning Brew”). By executing an IO which incorporates these Additional Terms, the Advertiser agrees to the terms of the IO, these Additional Terms, any additional Addendums, schedules and/or exhibits attached to or incorporated into the IO, and the terms of the IAB/AAAA Standard Terms and Conditions for Internet Advertising (version 3.0) (the “IAB Terms”), except to the extent the IAB Terms are modified by these Additional Terms. The IAB Terms can be found here: which can be found here: http://www.iab.net/media/file/IAB_4As-tsandcs-FINAL.pdf and are incorporated herein by this reference. The IO, these Additional terms, the IAB Terms and any additional Addendums, schedules and/or exhibits attached to or incorporated into an IO are collectively the “Agreement” between Advertiser and Morning Brew.

If an Agency enters this Agreement on behalf of any Advertiser, then Agency represents and warrants that it is authorized to enter into the Agreement on behalf of Advertiser and that the Agreement is fully binding on Advertiser as if Advertiser had signed the Agreement directly. If an Advertiser enters into the Agreement directly, all of the obligations of “Agency” in the IAB Terms will be deemed to be obligations of Advertiser, and any provisions in the IAB Terms that are particular to an agency in its role as agent for Advertiser will be disregarded. These Additional Terms are intended to and do amend the IAB Terms. In the event of any conflict between the IAB Terms and anything in these Additional Terms, these Additional Terms will prevail. Capitalized terms not defined herein are as defined in the IAB Terms.

SELECT DEFINITIONS. The following capitalized terms shall have the meanings set forth below:

“Content” means content of any type, including artwork, written works, audio-only works (including ad reads) or audio-visual works.
“Branded Content” means Content that is not part of Morning Brew’s normal slate of Content but is produced expressly for the benefit of an Advertiser to be distributed through Morning Brew’s owned and operated channels along with other Morning Brew Content.
“Custom Materials” means any Content written by Morning Brew for Advertiser to serve as Advertising Materials, including newsletter posts, ad reads, co-written articles and Branded Content.
“Sponsored Content” means Content that is produced by Morning Brew as part of its normal slate of Content and is sponsored by Advertiser or into which Advertiser’s Custom Materials or Advertising Materials are incorporated.
“Produced Content” means Content that Morning Brew creates for Advertiser to be owned by Advertiser and to be used by Advertiser as Advertising Materials to be distributed outside of Morning Brew’s owned and operated channels.
“Native Advertising” means any Custom Materials that bear a similarity to news, feature articles, product reviews, entertainment, or other editorial or unpaid content or materials surrounding it.

DUE DATES. The following sets forth the relevant deadlines with respect to Advertiser’s review and approval of copy of Custom Materials:

Advertiser is allowed one revision of copy for Custom Materials (unless otherwise agreed with Morning Brew) after receiving the first draft of copy from Morning Brew.
Morning Brew will use commercially reasonable efforts to try to provide copy for approval approximately 2 weeks prior to exposure live date.
After providing copy, Morning Brew requires FINAL approval of copy for Custom Materials at least 1 week prior to exposure live date.
If approval of proposed Custom Materials is not received by that date, Morning Brew will have the right to proceed in any of the following ways (and will use its commercially reasonable judgment to choose which is most appropriate for the situation): (i) deem the copy approved and utilize it, (ii) utilize previously approved copy, (iii) utilize copy consistent with previously-approved copy, or (iv) not run the Custom Materials, all without penalty. If Morning Brew does not run the Custom Materials, it cannot guarantee we will have the availability to run a replacement exposure at a later date.
Advertiser acknowledges that there may be penalties for lost inventory that could not be filled due to late creative or late approvals.
The parties may mutually agree on later deadlines for last minute placements.

APPROVALS. As set forth above, Advertiser will have the right to provide one set of comments with respect to Custom Materials. If any Custom Materials are audio-visual in nature or constitute ad reads to be read during a recording of a podcast, Advertiser’s right to provide comments will be limited to the copy of the script, not the final produced Custom Materials. For the sake of clarity, Advertiser shall not have approval rights over the scripts, topics, guests or final production of any Sponsored Content (including the Content in newsletters, podcasts and video series) except to the extent Custom Materials are included therein (with approval over such Custom Materials to be governed by the terms herein). However, Morning Brew makes the commitment to all advertisers that it will maintain its brand integrity and high journalistic standards throughout all Sponsored Content.

COPY DETAILS. The following are word limits for relevant Custom Materials relating to the Newsletter:

Primary “Newsletter Sponsorship” Partnership copy - 150 word limit
Secondary “Newsletter Series” Partnership copy - 50 word limit
Tertiary “Newsletter Sponsorship” Partnership Copy - 35 word limit

EXCLUSIVITY. If either party is subject to an exclusive relationship with the other in any manner, the express terms of such exclusive relationship shall be set forth in the IO. Notwithstanding the foregoing, with respect to any newsletter posts constituting Custom Materials, Morning Brew will ensure category exclusivity on Advertiser’s day-of-run in that day’s newsletter but, for the sake of clarity, this does not mean Advertiser will have 100% share of voice (SOV) in the newsletter, unless otherwise specified by Morning Brew. Any episodic exclusivity will not apply to ad served media. If the IO does not set forth any exclusivity requirements, the IO shall be deemed non-exclusive in all respects.

TO BE DETERMINED SPEND. Any To Be Determined spend within an IO must be executed in full during flighted quarter. Morning Brew will present Advertiser ideas for To Be Determined spend no later than ninety days prior to flight. Advertiser must work with Morning Brew and come to a mutually agreed upon deliverable no later than 60 days prior to To Be Determined flight. Failure to greenlight To Be Determined spend will still result in invoicing Advertiser in full during specified flight.

BILLING. All payments are due net 15 days after invoice date unless otherwise expressly agreed pursuant to written terms in the IO. If Advertiser’s account is past due, Morning Brew may suspend performance and/or may require prepayment with respect to future IOs. Rates in an IO are only valid for 30 days after receiving the IO (subject to change thereafter). Notwithstanding anything to the contrary contained in the IAB Terms, Agency and Advertiser are jointly and severally responsible for the payment of all amounts due for advertising published by Morning Brew pursuant to this IO.

INVOICING. Morning Brew will accept payments via Check or ACH with the following details:

Checks

Mailing Address: Morning Brew, PO Box 1817, New York, NY 10159.
Make checks out to Morning Brew Inc.

ACH payment information

Account Number: 939295163
Routing Number: 021000021
Account Name: Morning Brew Inc.

CANCELLATION. Unless otherwise expressly stated in an IO, the following advertising benefits in an IO are strictly non-cancellable: (i) 'presenting sponsor' arrangements and event sponsorships; (ii) any benefits that give exclusivity of any kind to Advertiser (including, for example, category exclusivity); and (iii) benefits that include the creation of Branded Content. With respect to cancellations of any other type of Custom Materials, in order to cover Morning Brew’s losses for inventory that may not be able to be resold, such cancellations are subject to the following fee as applicable: if the cancellation occurs between 0-9 days prior to exposure live date, Advertiser must pay 100% of the fee; if the cancellation occurs between 10-29 days prior to exposure live date, Advertiser must pay 75% of the fee; if the cancellation occurs between 30-59 days prior to exposure live date, Advertiser must pay 50% of the fee; if the cancellation occurs between 60 -89 days prior to exposure live date, Advertiser must pay 25% of the fee. Inventory movements will not incur a fee if the placement is 90 days or more out, but the Advertiser will be charged for any inventory pricing adjustments based on the updated flight. If Advertiser has received bulk discounts, cancellation of certain inventory may result in forfeiture of such discounts, which may be retroactive. Upon termination of this IO for any reason, all outstanding amounts owed to Morning Brew shall become immediately due and payable in full, regardless of any credit terms that may have been applicable to Agency or Advertiser. Morning Brew has the ability to cancel a contract or any ad placement at least 1 month in advance of next ad placement and as otherwise set forth herein. Morning Brew has the right in its discretion to terminate this agreement for convenience, and/or to refuse to run or remove any Ad at any time for any reason (e.g., without limitation, late creative, bad UX/UI, negative press or bad reputation of Advertiser, disparagement by Advertiser, etc.) or for convenience.

MEDIA COMPANY RIGHTS. Morning Brew has the right to optimize campaigns for purposes of seeking better performance, even if optimization may result in uneven delivery of inventory. After the IO flight (or 60 days after the applicable air date, whichever is sooner), Morning Brew may replace advertising elements in this IO with other content such as DAIs.

DELIVERY. Media plans or proposals may include estimates of views, downloads, or impressions (e.g., with respect to newsletters, Branded Content, social, podcasts). Such estimates are truly estimates provided for Advertiser’s information only; they are not guarantees and fees are not based upon achievement of any such estimates. In the event that actual Deliverables for any campaign fall below (or are expected to fall below) any such estimates, Morning Brew will not be in breach of this Agreement in any manner but may (but is not required to), in its good faith discretion, choose to either (a) provide makegoods (which may include an extension of service until the guaranteed delivery volume has been achieved, or substitution with alternate promotions having similar overall value) or (b) invoice for only the volume delivered on a pro-rata basis (or providing a credit for the undelivered volume if payment has previously been made). For clarity, this amends the IAB Terms, and Sections VI(a) and VI(b) of the IAB Terms are expressly superseded by the foregoing. Any credit provided to Advertiser that has not been used by the date that is 12 months after the date on which the credit is issued will be forfeited. For clarity, Morning Brew will not in any way be responsible or be expected to consider either of the steps set forth in (a) or (b) above with respect to any under-delivery that is due to late delivery by Advertiser or Agency of any Ad, creative, copy or other material or to any other failure by Advertiser or Agency. In the event of a discrepancy between measurements pursuant to section XIII(d) of the IAB Terms, Morning Brew’s measurements will control, provided that its ad server is complaint with the IAB/AAAA Guidelines. For clarity, and without limiting the foregoing, all Advertising is based on flat fees for specified placements and Morning Brew makes no guarantees relating to performance such as clicks, open rates, conversions, etc., even if average or typical performance metrics are discussed during the sales process.

NATIVE ADVERTISING. Each party represents, warrants and covenants that it will require all materials provided pursuant to this Agreement to distinguish between paid and editorial content and otherwise comply with the FTC rules and guidelines regarding Native Advertising (the “FTC Guidelines”).

ADVERTISER CONTRIBUTIONS. If Advertiser may provide certain products, services, or prizes, and/or make available certain of its employees, agents, representatives, premises, or spokespersons in connection with this IO, Advertiser will provide such contributions at its own cost and expense (including related insurance if appropriate based on industry standards), in accordance with any mutually agreed schedules. If Advertiser provides Advertising Materials or advises Morning Brew to include any claims, information, or content about Advertiser’s business, products, or services (or those of Advertiser’s competitors) (“Claims”), Advertiser is solely responsible for ensuring the accuracy and substantiation of all such Claims. If Advertiser operates in an industry that is subject to industry-specific laws, rules, regulations, minimum standards, or guidelines (e.g., auto, alcohol, tobacco, CBD/cannabis) (“Advertiser Industry Regulations”), as between the parties, Advertiser will be solely responsible for compliance of any Ads, including Custom Materials, with Advertiser Industry Regulations (provided that Morning Brew will use good faith efforts to follow any guidelines provided to it by Advertiser with respect to compliance with Advertiser Industry Regulations). Advertiser represents and warrants, and will indemnify Morning Brew with respect to, the following: Advertiser and its Claims will comply with all applicable laws (including, for example, any Advertiser Industry Regulations); no Claims will be deceptive or misleading; Agency and Advertiser have the right to provide any trademarks, photographs, products, copy or other materials provided to Morning Brew (“Advertiser Materials”) and the reproduction, display, distribution, exhibition and publication of the such Advertiser Materials by Morning Brew will not infringe upon, violate or give rise to any adverse claim with respect to any intellectual property, proprietary or personal rights of any third party or violate any laws; Advertiser has the right to authorize Morning Brew to reproduce, display, distribute, exhibit and publish any Ads provided by Advertiser.

IP OWNERSHIP AND USAGE RIGHTS. Each party exclusively owns and will retain all right, title and interest in and to its trademarks and other intellectual property (“IP”) including, for example, any IP it may create or provide in connection with this IO. Without limiting the foregoing, Advertiser retains all IP rights with respect to Advertiser Materials. Neither party intends to (and nothing contained in this IO will) convey any right, title, or interest in or to any of its IP. Advertiser further acknowledges and agrees that, as between the Parties, Morning Brew is the sole and exclusive owner of all rights, title, and interest in and to all Sponsored Content and all Custom Materials set forth in or relating to this IO, and all benefits and uses thereof will inure to the benefit of Morning Brew. Advertiser acknowledges that nothing in an IO will be deemed Produced Content unless expressly provided in an written, executed IO that specified Content shall be deemed Produced Content (using that capitalized term) and that such Produced Content shall be owned by Advertiser. Unless otherwise expressly set forth in the IO, Advertiser may not edit or otherwise modify any Morning Brew IP (including Custom Materials) nor use any such IP without the prior written consent of Morning Brew, provided that Advertiser is free to “like”, “share”, and use similar social media platform features to engage with Custom Materials posted by Morning Brew via Advertiser’s official social media channels, subject to these terms. Unless otherwise set forth in the IO, Morning Brew will have ultimate creative control with respect to any Custom Materials (subject to Advertiser’s rights to provide input on copy as set forth herein) and provided further that Morning Brew will only use Advertiser IP assets within Custom Materials that have been provided, or reasonably approved, by Advertiser. Advertiser may not directly or indirectly purchase paid promotion for any Morning Brew IP (e.g., Custom Materials) from any third party including, but not limited to, via third party advertising and content distribution networks (e.g., Outbrain), social media platforms (e.g., Facebook), and programmatic advertising, unless approved in each instance by Morning Brew. Advertiser consents and gives license to allow Morning Brew the right to use Advertiser’s name on its web site, social media sites and in marketing materials, in a listing of companies that are using or have used its services.

MISCELLANEOUS. Morning Brew will have no obligation to agree to any proposed revision of a previously agreed IO, including without limitation any change to or substitution for the Ad, any change to the positioning of the Ad or any change to the campaign run dates. Any purchase order, insertion order or other terms issued or provided by the Advertiser or Agency with respect to the campaign that is the subject of this IO, not fully and mutually executed by the parties, will be of no force or effect and is not binding. Section XIV(d) of the IAB is amended to stipulate “New York” in each blank field. Neither party will be liable to the other party hereunder or pursuant to this IO for any indirect, consequential, exemplary, special, incidental, or punitive damages including, but not limited to, loss of goodwill, lost profits, business interruption, loss of programs or other data, even if either party has been advised of the possibility of such damages or claim. LIMITATION OF LIABILITY. NOTWITHSTANDING ANY OTHER PROVISION CONTAINED IN THIS AGREEMENT, IN NO EVENT WILL MORNING BREW’S MAXIMUM AGGREGATE LIABILITY TO ADVERTISER WITH RESPECT TO ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, ITS TERMINATION OR EXPIRATION OR ANY AD, WHETHER SUCH LIABILITY IS UPON CONTRACT, WARRANTY, TORT, FAILURE OF ESSENTIAL PURPOSE, TRADE USAGE OR OTHERWISE, EXCEED THE TOTAL AMOUNT PAID TO MORNING BREW BY ADVERTISER HEREUNDER PURSUANT TO THIS IO DURING THE PERIOD OF ONE MONTH TERMINATING ON THE DATE ON WHICH THE CLAIM ACCRUED.