In addition to the terms and conditions on the front of this Order, Supplier and Agency agree to the following additional terms and conditions:

1. Media Company agrees to provide media in accordance with Exhibit A, and Exhibit B of this Agreement and any applicable insertion order (“IO”), and further agrees to provide Services for Value-Added Programs in accordance with Exhibit A and Exhibit B of this Agreement and any statement of work governed by this Agreement substantially in the form attached hereto as Exhibit A (each, a “SOW”). The parties may agree to renew or change the services, in which event the parties will agree on the scope and price of such services in successive SOWs governed by this Agreement, which when signed by the duly authorized representatives of Agency and Media Company, shall be attached to this Agreement and shall become a part hereof.
2. In the event of a conflict, the terms of Exhibits A, B will prevail over any terms in an IO or an SOW, except to extent specifically permitted under such exhibits.
3. This Agreement may not be assigned by either party without the prior written consent of the other party, provided, however, that either party may assign this Agreement without the other party’s consent to a successor of all or substantially all of the assigning party’s business, whether by sale, consolidation, merger or otherwise and provided further that Agency may assign this Agreement to its affiliates, parent or subsidiaries and Advertiser may transfer this Agreement as permitted under Exhibit A. Any other assignment by a party without the consent of the other party shall be null and void.
4. This Agreement, the exhibits attached hereto, and any SOWs or IOs issued hereunder constitute the entire agreement between the parties on the subject matter herein and supersedes all terms and conditions of Vendor (including as may be contained in an invoice or online) and all prior agreements, arrangements, representations and communications regarding the subject matter of this Agreement.
5. The parties shall act solely as independent contractors under this Agreement. Nothing in this Agreement will be deemed or construed to create a joint venture, partnership or agency relationship between the parties for any purpose. Media Company and all persons engaged by Media Company in performing its obligations hereunder shall not be deemed employees of Agency or Advertiser for any purpose.
6. Any notice under this Agreement will be in writing and will be effective upon the earlier of (a) actual receipt, (b) five (5) business days following deposit into the United States mail (certified mail, return receipt requested), or (c) the next business day following deposit with a nationally recognized courier service for overnight delivery, in each case with any delivery fees pre-paid. Any notices to Agency shall include a copy to apmedia@a-g.com.
7. This Agreement is governed by the laws of the State of Massachusetts, without application of its conflict of laws principles. The parties further consent to the jurisdiction of such courts, and agree that any action arising out of or related to this Agreement will be brought solely in the state courts located in Suffolk County, Massachusetts, or the federal courts located in Boston of Massachusetts.
8. Waiver of any breach or failure to enforce any term of this Agreement will not be deemed a waiver of any breach or right to enforce which may thereafter occur. If any term or provision of this Agreement is found by a court of competent jurisdiction to be illegal or otherwise unenforceable, such term or provision will not affect the Agreement’s other terms or provisions, or the whole of this Agreement, but such term or provision will be deemed modified to the extent necessary in the court’s opinion to render such term or provision enforceable, and the rights and obligations of the parties will be construed and enforced accordingly, preserving to the fullest permissible extent the intent and the agreements of the Parties. Where there are references to “Advertiser or Agency” or “Agency or Advertiser”, Agency shall determine in its sole discretion whether such reference should be construed as meaning “Advertiser and Agency” or “Agency and Advertiser”.
9. Media Company will not advertise, promote or publicize matters relating to this Agreement or use any deliverables provided under this Agreement for its promotional or marketing purposes without the prior written consent of Advertiser or Agency.