Misc. Insertion Orders

MICROSOFT CORPORATION NON-STANDARD TERMS AND CONDITIONS

MSN SHOPPING CHANNEL

WebTV SERVICE SHOPPING CENTER

A. During the Term of this Agreement, Advertiser shall pay MS the following as itemized on the attached IO: (i) a [ * ] for placement in MSN Shopping or WebTV, in [ * ]; and (ii) media for WebTV and/or for MSN.com or any of its affiliated channels. MS will invoice Advertiser for each installment at the end of the [ * ] of each respective [ * ], and Advertiser will pay such invoiced amounts within [ * ] after the date of such invoice. If MS fails to deliver the agreed upon number of ad requests during the agreed upon period pursuant to subsection (i) or (ii) above, and provided that MS delivers at least [ * ] of the agreed upon number of ad requests for each placement, [ * ] until the agreed upon number of ad requests (or other ad requests as the parties may agree) are provided. MS agrees to deliver [ * ], or alternate dates agreed upon by the parties: [ * ]. If MS delivers less than [ * ] of the agreed upon number of ad requests during the agreed upon period pursuant to subsection (i) or (ii) above, the parties will mutually agree upon a remedy for such failure.

B. MS will invoice Advertiser on a [ * ] basis, in arrears, for all amounts owing to MS pursuant to Section 4. Advertiser will pay each MS invoice pursuant to this paragraph within [ * ] after the date of such invoice, in readily available funds. All amounts are invoiced and payable in United States dollar currency. In addition to all other available rights and remedies, MS may cancel and remove any advertisement which is not paid for on a timely basis.

C. The fees, advances and other amounts owing to MS pursuant to these Standard Terms and Conditions and the attached IO do not include taxes or other governmental fees. Advertiser will pay all taxes and other governmental fees arising out of or related to all transactions undertaken pursuant to this Agreement, other than taxes on MS income and revenue, and will provide MS with appropriate evidence of such payment upon request.

Microsoft Corporation Standard Terms and Conditions

1.
 
ORDERS FOR ADVERTISEMENTS: All orders or other requests for advertising, whether from an advertiser (whether made by the advertiser directly, or through an agency) (collectively, Advertiser), are governed by these standard terms and conditions and the attached Insertion Order (collectively, the Agreement). No other conditions, provisions, or terms of any sort appearing in any writings or other communications made in connection with such orders, including without limitation those contained on or accompanying checks or other forms of payment, shall be binding on Microsoft Corporation (Microsoft), whether in conflict with or in addition to these standard terms and conditions. Orders which quote rates which vary from the rates listed in Microsofts then-current rate card shall not be binding on Microsoft, and shall be deemed requests for advertising at then-current rates. Orders are binding on Advertiser and not subject to cancellation, except as provided below under Section 4.
 

2.
 
ACCEPTANCE: Microsofts offer to publish advertisements for Advertiser is made on these standard terms and conditions only, and the placement or other communication of an order for advertising with Microsoft shall constitute Advertisers unconditional acceptance of these standard terms and conditions; no acceptance shall be effective until it is received by Microsoft in Redmond, Washington. Microsoft reserves the right not to publish any advertising at any time in its sole discretion. Failure by Microsoft to publish any requested advertisement does not constitute a breach of contract or otherwise entitle Advertiser to any legal remedy.
 

3.
 
MATERIAL SPECIFICATIONS: Specifications for the material elements that must be included in any banner are listed in the current Advertisement Specifications & Submissions Instructions. All submissions to Microsoft hereunder will comply with all such applicable elements. Advertiser acknowledges that time is of the essence in providing the foregoing to Microsoft, and Advertisers failure to meet the foregoing time requirements or any applicable specifications may delay or prevent delivery of the advertisements hereunder. Microsoft may terminate this Agreement due to Advertisers inability to comply with such instructions without further obligation to Advertiser, however, Advertiser will remain obligated to pay Microsoft the fees due for such time period within thirty (30) days of the date of termination.
 

4.
 
CANCELLATION: (a) Either party may cancel this Agreement at any time on ____ (__) days written notice to the other party. (If the foregoing blank is not filled in, then the parties agree that the stated time limit shall be thirty (30) days.) In the event of such cancellation, all discounts for volume and length of purchase (i.e. the discounts identified as Other Discounts in the Insertion Order) previously granted shall be rescinded, the price applicable to any delivered ad requests shall be adjusted to the full rate card price, and Advertiser shall pay to Microsoft, within thirty (30) days after the Agreement is terminated, all amounts not yet paid (as determined in accordance with the higher price calculation) for such ad requests delivered. IF EITHER PARTY CANCELS, ADVERTISERS SOLE REMEDY WILL BE A REFUND OF ANY PRE-PAID FEES IN EXCESS OF THE FEES OWED TO MICROSOFT FOR THE AD REQUESTS DELIVERED PRIOR TO CANCELLATION AND WITHIN THIRTY (30) DAYS AFTER MICROSOFTS NOTICE OF TERMINATION. IF AD REQUESTS ARE NOT THE RELEVANT STANDARD HEREIN, ADVERTISERS SOLE REMEDY WILL BE A PRO-RATED REFUND FOR THE PERIOD OF TIME BEYOND THIRTY (30) DAYS AFTER CANCELLATION. THIS RELEASE OF ADVERTISERS COMMITMENT IS ADVERTISERS SOLE REMEDY AND NEITHER MICROSOFT, MSNBC INTERACTIVE NEWS, L.L.C. (MSNBC) NOR ANY OF THEIR AFFILIATES WILL HAVE ANY OTHER LIABILITY OF ANY NATURE TO ADVERTISER. (b) If either Microsoft or Advertiser defaults under this Agreement, the non-defaulting party will notify the other in writing. If the failure is not cured within five (5) business days after notice is received by the notified party, the non-defaulting party may, at any time prior to the default being cured, terminate this Agreement with no further obligation to the notified party, except for payment of any amount properly due Microsoft.


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