Global Golf Post

Advertising Copy and
Contract Terms and Conditions

A. Publisher's Right To Reject, Cancel or Terminate Orders

Global Golf Post reserves the right at its absolute discretion, and at any time, to cancel any advertising order or reject any advertising copy, whether or not the same has already been acknowledged and/or previously published. In the event of such cancellation or rejection by Global Golf Post, advertising already run shall be paid for at the rate that would apply if the entire order were published.

In addition, Global Golf Post reserves the right to remove from selected copies of the publication advertisements containing matter that subscribers have deemed objectionable.

Global Golf Post, at its absolute discretion, may terminate its relationship with Advertiser and/or Agency (if any) for the breach of any of the terms hereof, including without limitation a breach based on the failure on the part of either Advertiser or Agency to pay each bill by its due date. Should Global Golf Post terminate its relationship with Advertiser and/or Agency, all charges incurred together with short-rate charges shall be immediately due and payable. Furthermore, in the event Advertiser or Agency breaches, Global Golf Post may decide to exercise its right to (a) cancel its recognition of Agency, thereby causing Agency to lose claim to any commission for any further advertising placed with Global Golf Post on behalf of Advertiser or any other client, and/or (b) refuse to publish any or all of Advertiser's advertising.

B. Advertiser's Failure to Run Advertising/Short-Rate

All agreements for advertising frequency discounts require that the specified number of advertisements be published within a twelve-month period (or other such period agreed to in writing by Global Golf Post. In the event of Advertiser's or its Agency's cancellation of any portion of any advertising order/contract or failure to have published the specified number of advertisements, or if at any time Global Golf Post in its reasonable judgment determines that Advertiser is not likely to publish the total amount of advertising specified during the term of the agreement, any rate discount will be retroactively nullified, including for previously published advertisements, and may result in a short-rate. In such event, Advertiser and/or Agency must reimburse Global Golf Post for the short-rate (which is the difference between the rate charged on the contracted frequency and the higher rate based on the reduced frequency of advertisements actually published and paid for) within 30 days of invoice therefore and Advertiser will thereafter pay for advertising at the open rate or at the earned rate(s) as applicable. Any merchandising program executed by Global Golf Post in reliance on advertising that is cancelled will be paid for by Advertiser at the fair market rate for such program.

C. Restrictions on Advertiser's Cancellation of Advertising Orders

No changes in orders or cancellations are accepted unless received before the specified closing dates set forth in Global Golf Post's rate card and web site. No changes in orders or cancellations may be considered executed unless acknowledged in writing by Global Golf Post. Orders not cancelled as of these closing dates will be billed, even though Advertiser fails to furnish copy, digital files or film. When change of copy or artwork is not received by the closing date, copy run in previous issues will be published. Should Global Golf Post agree to cancel an existing work order, Advertiser will be responsible for the cost of any work performed or materials purchased on behalf of Advertiser, including the cost of services, paper and/or printing.

D. Advertising Positioning at Publisher's Discretion

Orders for advertising containing restrictions or specifying positions, facings, editorial adjacencies or other requirements may be accepted and published but such restrictions or specifications are at Global Golf Post's sole discretion.

E. Labeling of Advertisements

Advertisements that simulate editorial content must be clearly defined and labeled "ADVERTISEMENT" or "PROMOTION" or "SPECIAL ADVERTISING SECTION" at the top of the advertisement, and Global Golf Post may, in its discretion, so label such copy.

F. Errors in or Omissions of Advertisements

In the event of Global Golf Post's errors in or omissions of any advertisement(s), including but not limited to those caused by force majeure, Global Golf Post's liability shall be limited to a credit of the amount paid attributable to the space of the error and in no event shall exceed the total amount paid to Global Golf Post for the advertisement, provided that the error/omission is brought to the Global Golf Post's attention no later than 60 days after the advertisement is first published. However, if a copy of the advertisement was provided or reviewed by Advertiser, Global Golf Post shall have no liability. Global Golf Post is not responsible for errors in key numbers.

G. Trademarks

The titles and logos of Global Golf Post and its website are registered trademarks. Neither the titles nor the logos of the magazines may be used without the express written permission of Global Golf Post.

H. Indemnification of Publisher

Advertiser and its Agency, if there be one, each represent that any advertising or other material (including product samples) submitted by Advertiser or Agency (and in the event of online advertising, any material to which the advertising links) complies with all applicable laws and regulations and does not violate the personal or proprietary rights of, and is not harmful to, any person, corporation or other entity. As part of the consideration to induce Global Golf Post to publish such advertisement, Advertiser and its Agency, if there be one, each agrees jointly and severally to indemnify and save harmless Global Golf Post, and its employees and representatives, against all liability, loss, damage, and expense of any nature, including attorneys' fees, arising out of any actual or potential claims for libel, invasion of privacy, copyright or trademark infringement and/or any other actual or potential claims or suits that may arise of out the copying, printing, publishing, distribution or transmission of such advertisement or the linkage of any advertisement to other material, or the loss, theft, use, or misuse of any credit/debit card or other payment, financial, or personal information.

I. Responsibility for Payment of Advertising Bills

In the event an order is placed by an Agency on behalf of Advertiser, such Agency warrants and represents that it has full right and authority to place such order on behalf of Advertiser and that all legal obligations arising out of the placement of the advertisement will be binding on both Advertiser and Agency. Advertiser and its Agency, if there be one, each agrees to be jointly and severally liable for the payment of all bills and charges incurred for each advertisement placed on Advertiser's behalf. Advertiser authorizes Global Golf Post, at its election, to tender any bill to Agency, and such tender shall constitute due notice to Advertiser of the bill and such manner of billing shall in no way impair or limit the joint and several liability of Advertiser and Agency. Any bill tendered by Global Golf Post shall constitute an account stated unless written objection thereto is received by Global Golf Post within ten (10) days from the rendering thereof. Payment by Advertiser to Agency shall not discharge Advertiser's liability to Global Golf Post. The rights of Global Golf Post shall in no way be affected by any dispute or claim between Advertiser and Agency. Advertiser and Agency agree to reimburse Global Golf Post for its costs and attorneys' fees in collecting any unpaid advertising charges. Advertiser confirms that it has appointed Agency, if one is specified, to be its authorized representative with respect to all matters relating to advertising placed on Advertiser's behalf with the understanding that Agency may be paid a commission.

J. No Assignment of Advertising

Advertiser and its Agency may not use any advertising space either directly or indirectly for any business, organization, enterprise, product, or service other than that for which the advertising space is provided by Global Golf Post, nor may Advertiser or Agency authorize any others to use any advertising space.

K. Republication of Advertisements

Advertiser and Agency agree that any advertisements published may, at Global Golf Post's option, be republished or reused by Global Golf Post or its agents in any form in whole or in part in all media now in existence or hereafter developed, whether or not combined with material of others. The copyright in any advertisement created by Global Golf Post is owned by Global Golf Post and may not be otherwise used by Advertiser or third parties without Global Golf Post's prior written consent.

L. Advertising Rates

Rates contained in advertising orders that vary from the rates listed herein shall not be binding on Global Golf Post and the advertisements ordered may be inserted and charged for at the actual schedule of rates. Rates and units of space are effective with the July 23, 2008 issue. Announcement of any changes in rates will be made thirty (30) days in advance of the closing date for the first issue affected by such new rates. Advertising in issues thereafter will be at the rates then prevailing.

M. Terms of Sale

An agency commission of 15% will be allowed for recognized agencies. Payment is due thirty (30) days from the date of invoice. Interest will be charged at a rate of 1.5% per month on past due balances. Global Golf Post may at its option require cash with order or change payment terms.

N. Choice of Law and Forum

All issues relating to advertising will be governed by the laws of the State of New York applicable to contracts to be performed entirely therein. Any action brought by Advertiser against Global Golf Post relating to advertising must be brought in the state or federal courts in New York, New York. The parties hereby consent to the jurisdiction of such courts in connection with actions relating to advertising.

O. CAN-SPAM

Advertiser and Agency understand that advertisements and/or other commercial messages sent on its behalf by Global Golf Post via electronic mail may be governed by federal, state and local laws, rules and regulations, including without limitation the Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 and any acts amendatory thereto (collectively, the "CAN-SPAM Act") and state "Do Not E-mail" registries. Advertiser agrees to comply with all such applicable laws, rules and regulations. Without limiting the generality of the foregoing, Advertiser shall fulfill all obligations of a "Sender" as defined in the CAN-SPAM Act, and comply with Global Golf Post's reasonable policies intended to comply therewith. In particular, no later than ten (10) days before a scheduled e-mail distribution, Advertiser or Agency will provide file(s) to Global Golf Post in standard ASCII format (text or Excel) that contain solely e-mail addresses that have opted-out from receiving messages related to Advertiser's products or services ("Suppression File"), which shall be current as of the previous ten (10) days. Advertiser shall update the Suppression File every ten (10) days for ongoing e-mail campaigns. Advertiser agrees to defend, indemnify and hold harmless Global Golf Post for any and all liability, penalties, and/or expenses (including without limitation reasonable attorneys' fees) in connection with a breach or alleged breach of this Section F, including without limitation any violations or alleged violations of the CAN-SPAM Act based on Advertiser's Suppression File or lack thereof.

P. Entire Agreement

The foregoing terms and conditions shall govern the relationship between Global Golf Post and Advertiser and/or Agency. Global Golf Post has not made any representations to Advertiser or Agency that are not contained herein. Unless expressly agreed to in writing by Global Golf Post, no other terms or conditions in contracts, orders, copy, or otherwise will be binding on Global Golf Post. Failure by Global Golf Post to enforce any of these provisions shall not be considered a waiver of such provision.