LUCKYMAG.COM BLOGGER NETWORK AGREEMENT

THIS AGREEMENT is made and entered into as of [DATE], by and between Luckymag.com a division of Conde Nast, with offices at 4 Times Square, New York, NY 10036 ("Luckymag.com") and [NAME OF BLOGGER], with offices at [ADDRESS] ("Publisher"), with regard to the sale of Publisher's advertising inventory on Publisher's Website by Luckymag.com in accordance with the terms and conditions of this Agreement.

In consideration of the mutual obligations and premises contained herein, the receipt and sufficiency of which is hereby acknowledged, Luckymag.com and Publisher hereby agree as follows:

 

 

1) ADVERTISING.

A) During the Term, Luckymag.com (and its agents/contractors) shall have the right (but not the obligation) to offer for sale Publisher's advertising inventory on Publisher's Website (i.e., all advertising inventory on pages of Publisher's Website that contain Luckymag.com Content, as well as all other pages of Publisher's Website) ("Publisher's Inventory"). Publisher shall implement advertising tags as provided by Luckymag.com within all advertising placements of the Publisher Website. In the event that Luckymag.com is unable to fill the Publisher's available inventory with qualifying paid advertising, Luckymag.com will redirect unfilled inventory to a default tag or location provided by the Publisher (if any). Any and all advertising run on Publisher's Website resulting from Luckymag.com's (and/or its agents/contractors) sales efforts ("Luckymag.com Delivered Ads") will be subject to commercially reasonable standard terms and conditions containing customary protections and indemnities. Luckymag.com will share such standard terms and conditions with Publisher upon Publisher's request.

B) Luckymag.com shall use commercially reasonable efforts to collect all amounts payable by advertisers for Luckymag.com Delivered Ads. Within seventy-five (75) days following the conclusion of the calendar month during which the applicable Luckymag.com Delivered Ads ran in Publisher's Inventory, Luckymag.com or its designated third party service provider shall pay Publisher 50 percent of Net Revenue allocable to the Luckymag.com Delivered Ads delivered during the applicable calendar month. Lucky shall retain the remaining 50 percent of such Net Revenue. For purposes of this Agreement, "Net Revenue" shall mean gross revenue attributable to the Luckymag.com Delivered Ads, less applicable agency fees, technological servicing fees and/or taxes directly relating to the applicable Luckymag.com Delivered Ads, but excluding uncollected funds from advertisers. Payments due to Publisher will be based on the third party service provider reporting.

C) Luckymag.com will provide Publisher with usernames, passwords and/or other means sufficient to track the delivery of Luckymag.com Delivered Ads within Publisher's Inventory in real time by way of Luckymag.com's designated third party service providers platform

2) TRAFFIC ATTRIBUTION. Publisher agrees to execute a standard letter to ComScore (and/or such other metrics organization(s) that Luckymag.com may reasonably request), a representative sample of which is attached hereto as Exhibit A, for the purpose of allowing Luckymag.com to attribute traffic on pages of Publisher's Website as a Parade Publications/Luckymag.com entity, it being understood and agreed that Publisher shall continue to reserve the right to attribute such traffic as a Publisher entity.

3) TERM. This Agreement shall commence as of the date first set forth above and shall continue in full force and effect until terminated by either party upon at least sixty (60) days prior written notice to the other party (the "Term"). Notwithstanding any of the foregoing, in the event of a breach of this Agreement, the non-breaching party may terminate this Agreement upon ten (10) days prior written notice to the breaching party if the breach has not been cured during such ten (10)-day notification period.

4) UNACCEPTABLE PRACTICES. Excluding user generated and other third party content, Publisher will make commercially reasonable efforts to ensure that the Publisher Website will not include any materials that are unlawful, obscene, pornographic, or promote gambling, or that constitute hate speech or defamation of any individual or group. Further, Publisher warrants that none of Publisher's Inventory shall be composed of or appear in a browser window generated by an adware, spyware or P2P application. All of the foregoing will be considered "Unacceptable Practices." If Publisher has engaged in Unacceptable Practices with regard to Publisher's Inventory or the Publisher Website on which it appears, Luckymag.com may withhold all payment to Publisher for inventory which was not paid for by the applicable advertiser(s) as a result of such Unacceptable Practices.

5) INTELLECTUAL PROPERTY; DATA COLLECTION. As between Publisher and Luckymag.com, Luckymag.com shall retain ownership of any and all intellectual property rights associated with its (and its designated third party service provider's) technology and any enhancements or modifications thereof. As between Publisher and Luckymag.com's clients, Luckymag.com's clients shall retain any and all right, title and interest in and to the advertising materials such clients provide to Publisher. Each party has the right to collect consumer data in connection with its activities under this Agreement, provided that neither party will share such data in a manner that would violate the terms of this Agreement or any applicable privacy policy.

6) TRADEMARKS. Publisher hereby grants Luckymag.com the right to use its trademarks, trade names and logos ("Marks") during the Term for the limited purposes set forth herein, and to advertise, publicize and promote Publisher's membership within the Luckymag.com network. Each party reserves all right, title and interest in and to its Marks, and the other party shall not assert any rights thereto or take any action in contravention thereof. All goodwill arising from any Mark shall inure to the sole benefit of the party owning such Mark. Upon the expiration or termination of this Agreement, each party shall cease all uses of the other party's Marks that had been permitted pursuant to this Agreement.

7) CONFIDENTIALITY. Except to the limited extent necessary to perform its obligations hereunder, each party shall hold all terms and conditions of this Agreement and all materials and information provided by the other party in confidence and shall not release or disclose same to any other party, except that the same may be disclosed on a need-to-know basis to external auditors and/or government agencies. The parties shall notify each other promptly and in writing of the existence of and circumstances surrounding any unauthorized knowledge, possession, or use of any materials or information by any person or entity.

8) WARRANTIES AND INDEMNIFICATION.

A) Publisher warrants and represents that all content on Publisher's Website other than the Luckymag.com Content, and Publisher's Marks and Luckymag.com's use thereof in accordance with the terms and conditions of this Agreement, does not and shall not infringe or otherwise violate the personal or proprietary rights of any person or entity.

B) Publisher will indemnify, defend and hold Luckymag.com (and its agents and contractors) harmless from and against any and all claims, damages, judgments, liabilities, losses, costs and expenses (including reasonable outside attorneys' fees) arising as a result of or in connection with any actual or alleged breach of Luckymag.com's warranties or representations hereunder.

C) Publisher shall maintain appropriate errors and omissions or equivalent professional liability insurance in customary amounts sufficient to cover its indemnification obligations hereunder.

9) DISCLAIMER. EXCEPT AS EXPLICITLY SET OUT IN THIS AGREEMENT, EACH PARTY DISCLAIMS ALL WARRANTIES (EXPRESS OR IMPLIED) WITH RESPECT TO ANY ADVERTISEMENTS DELIVERED HEREUNDER AND/OR EACH PARTY'S SERVICES OR ANY THIRD PARTY SERVICES USED IN CONNECTION WITH THIS AGREEMENT.

10) LIMITATION OF LIABILITY. EXCEPT FOR EACH PARTY'S INDEMNIFICATION OBLIGATIONS WITH RESPECT TO THIRD PARTY CLAIMS, IN NO EVENT WILL EITHER PARTY, ITS AFFILIATES OR RESPECTIVE AGENTS BE LIABLE TO THE OTHER FOR ANY LOST PROFITS OR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR OTHER INDIRECT DAMAGES OF ANY NATURE, FOR ANY REASON, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE AND WHETHER OR NOT EITHER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR EACH PARTYS CONFIDENTIALITY OBLIGATIONS OR INDEMNIFICATION OBLIGATIONS WITH RESPECT TO THIRD PARTY CLAIMS, EACH PARTY'S LIABILITY TO THE OTHER FOR ALL CLAIMS ARISING UNDER THIS AGREEMENT SHALL BE LIMITED TO THE AGGREGATE OF THE AMOUNTS THAT LUCKYMAG.COM PAYS AND OWES TO PUBLISHER UNDER THIS AGREEMENT.

11) PRIVACY. Each party shall post a privacy policy on its website, which shall disclose how such party collects, uses, stores and discloses users' data if any is collected. Publisher's privacy policy shall disclose that third-party advertisers may place cookies on the browsers of visitors to its site, and shall provide information about opting out of such cookies, such as a link to the Network Advertising Initiative (www.networkadvertising.org).

12) MISCELLANEOUS. Nothing herein contained and no act in performance hereof shall be deemed to constitute a partnership or joint venture between the parties. Except to a subsidiary or affiliate, or as part of a sale, merger or other transfer of all or substantially all of the assets of the business to which this Agreement relates, neither party may assign its rights or obligations hereunder to any third party without the prior written consent of the other party; any purported assignment without the required consent shall be null and void. No waiver by either party of any condition, term or provision of this Agreement shall be deemed to be a waiver of any preceding or succeeding breach of the same or of any other condition, term or provision hereof. All notices or other communications permitted or required hereunder shall be in writing and sent by certified mail, return receipt requested, or sent by receipted overnight courier to the appropriate party at the address above and to the attention of the signatory below. This Agreement is made pursuant to and shall be governed by the laws of the State of New York applicable to agreements made and to be wholly performed within such state. The parties agree that the sole and exclusive jurisdiction of any action or suit in connection with this agreement or any claim, dispute or controversy arising therefrom or in connection therewith will lie in State or Federal Court located in the County of New York, State of New York. Each of the parties hereby consents and submits to the exclusive jurisdiction thereof. This Agreement and all attachments hereto, embody the entire agreement and understanding between the parties and supersede all prior oral and written, and contemporaneous oral, agreements and understandings relating to the subject matter hereof, and no modification, amendment or supplement to this Agreement is binding unless in writing and signed and delivered by both parties. No representation, promise, inducement or statement of intention has been made by either party which is not embodied herein.

IN WITNESS THEREOF, the parties have executed this Agreement as of the date first set forth above.

LUCKYMAG.COM, A DIVISION OF CONDÉ NAST

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