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. If Supplier is unable to insert on dates ordered, or if reproduction material is damaged, Agency is to be notified immediately. Agency is to be advised immediately if the material is not satisfactory to accomplish reproduction which is satisfactory to Agency and/or Advertiser. All materials will be held by Supplier for future use or returned or disposed of as directed by Agency.
2. Copy changes or alterations to the materials supplied by Agency must not be made unless approved by Agency in writing prior to insertion. Advance copy/proofs are to be submitted to Agency for approval before insertion if revisions or additions are made.
3. Advertising as authorized by this Order is to billed at the specified rate. Rebates are to be given if the total amount of space used during a contract period earns a better rate than that paid. Supplier will furnish its rates to Agency if requested. Supplier represents that this Order contains the minimum rate at which an equal or less amount of space, for the same class of advertising, to be published in a like position, under the same conditions, within the same period of time, can be secured at the time this agreement was entered into. If additional space is used within the period covered by this agreement, where the Supplier has a schedule of graduated rates, any lower rate will be given if earned, according to the Supplier’s rate card (if any) on which this Order is based.
4. Invoices are to be submitted to Agency within ten business days of the end of the month, unless otherwise indicated on the IO. Two (2) copies of tear sheets containing the advertisement(s) are to be sent promptly by Supplier to Agency. Agency reserves the right not to pay bills unless proof of publication is received. Payments are processed within ninety days of invoice date. Seller agrees to hold Agency liable for payment only to the extent that Agency has received payment from its client. Seller may hold client liable for bills not paid to Agency.
5. Agency may cancel this order prior to cancellation or closing date as stated in the Supplier’s rate card or otherwise agreed to in writing by Agency.
6. Unless Supplier is a member of the Audit Bureau of Circulations or Business Publications Audit Circulation, Agency will be entitled, upon request, to a statement of circulation verified by a certified public accountant or other auditing organization. If further verification is requested, Supplier will be required to open its circulation records for examination by Agency.
7. If, due to public emergency or necessity, force majeure, restrictions imposed by law, acts of God, labor disputes, or for any other cause, including mechanical or electronic breakdowns, beyond the Supplier’s control, there is an omission of any advertisement contracted to be published hereunder, the Supplier may suggest a substitute publication or time period for the publication. If no such substitute or makegood is acceptable to Agency, the Supplier will allow Agency a pro rata reduction in the space charges hereunder in the amount of money assigned to the space charges at time of purchase. Agency will have the benefit of the same discounts that would have been earned if there had been no omission.
8. The rights hereunder may not be assigned or transferred by Supplier without first obtaining the consent of Agency in writing.
9. Failure of any party to enforce any of the provisions herein will not be construed as a general relinquishment or waiver as to that or any other provision.
10. This agreement contains the entire understanding between the parties relating to the subject matter hereof and no change in its terms and provisions will be effective unless made in writing.
11. In the event any litigation arises out of this Order, any contract, transaction or business dealings between Agency and Supplier, the prevailing party shall be entitled to recover its fees and costs, paralegal fees, and all fees and costs of any appeal of a lower court decision. Supplier and Agency hereby agree that the laws of the Commonwealth of Massachusetts shall apply to this Order and to any dispute between the parties and further agree that the exclusive venue for any action brought by any party to collect or enforce this Order or to resolve any dispute arising out of any contract, transaction or business dealings between the parties shall lie in the courts of the Commonwealth of Massachusetts.
12. Supplier covenants and agrees that it will not disseminate, reveal or otherwise make available to others, or use for its own purposes, any information of a proprietary or confidential nature concerning Agency or Advertiser learned in the course of fulfilling this Order, regarding, but not limited to, trade secrets and confidential information, advertising materials, ideas, plans, techniques and products.
13. Order expressly limits acceptance to the exact terms stated herein, and any additional, modified, superseded, altered or different terms proposed by Supplier are hereby objected to, hereby constitute a counteroffer, and are hereby rejected unless expressly assented to in writing by Agency and no contract or binding agreement or obligation shall come into existence without that written assent. Furthermore, if this Order is run by the Supplier, it shall be deemed to be run only upon the terms and conditions contained in this Order, notwithstanding any terms and conditions that may be contained in any acknowledgement, invoice or other form of Supplier and notwithstanding payment for the run of this insertion order by Agency or Advertiser.
14. In placing this Order, Agency is acting solely as the authorized agent for Advertiser, a disclosed principal. Unless otherwise set forth by the agency on this Order, Supplier agrees to hold Agency liable for payment only to the extent proceeds in payment of this Order have cleared from Advertiser to Agency for advertising disseminated in accordance with the Order. For sums owing but not cleared to Agency, Supplier agrees to hold Advertiser solely liable. All rights, benefits, privileges and properties vested in Agency pursuant to this Order are vested in Agency for the benefit of its disclosed principal, the Advertiser. All liabilities, obligations and duties imposed upon Agency pursuant to this Order are imposed upon Agency as agent for Advertiser, a disclosed principal, and not as principal.