(1) Commercial Material

(a) You (which for the purposes of this Agreement shall mean the Advertiser and Agency (or, where appropriate, Advertiser's Media Buying Agency), collectively and individually) shall provide at your sole expense all of Advertiser’s commercial advertising materials (“Commercial Materials”), including, without limitation, all billboards and commercials ready for telecasting, videostreaming or banner transmissions, as applicable, in a format designated by LIFETIME. All costs and expenses incurred with respect to the Commercial Materials, including, without limitation, cost of delivery to LIFETIME, shall be your sole obligation. .

(b)(i) ll LIFETIME will accept Commercial Materials via satellite using DG Systems' delivery service, VYVX, or such other satellite delivery service(s) as designated by LIFETIME, not less than (5) business days prior to the first scheduled telecast date. If commercials cannot be digitally transmitted, you shall deliver all Commercial materials for telecast in the form of two (2) Digital Betacam NTSC form to: LIFETIME, Media Tape Library, 111 8TH Avenue 2nd Floor New York, NY 10011, or such other address as LIFETIME shall designate, not less than five (5) business days prior to the commencement of the flight of the Commercial Materials.

(ii) In connection with advertising on LIFETIME's web site, you shall deliver all Commercial Materials for videostreaming or banner transmission in the form designated by LIFETIME at 309 W. 49th Street, New York, NY or such other address as LIFETIME shall designate not less than ten (10) business days prior to the first scheduled date for videostreaming or banner transmissions.

(c) LIFETIME shall not be responsible for the loss or destruction of any Commercial Materials and agrees to return same to you within thirty (30) days after the telecast, videostreaming or transmission of banners thereof if, within five (5) days after said telecast, videostreaming or transmission, you request such return. Failing such a request, LIFETIME shall be entitled to destroy and/or discard any or all of such material without liability to you.

(d) While we endeavor to give product (and pod) protection to all of our Commercial Materials we cannot guarantee product (and pod) protection for Commercial Materials of less than 30 seconds in length.

(e) We cannot guarantee anything more than pod protection for advertisers. While we will endeavor to accommodate requests for additional separation when possible we cannot guarantee additional separation due to issues such as competitive advertising and program formatting.


(2) Advertising Standards/Substantiation

(a) Commercial Materials shall conform to LIFETIME’s current program, technical and operating policies and shall be subject to approval by LIFETIME's Standards and Practices Department.

(b) Upon the request of LIFETIME, you shall substantiate and document the claims made for the products or services advertised pursuant to the terms of this Agreement, including, without limitation, you will furnish to LIFETIME all research or methods utilized with respect to and in support of said claims.

(3) Billing and Payments

(i) Following telecast of the Commercial Materials, LIFETIME shall invoice you c/o Agency on a weekly basis. LIFETIME reserves the right to invoice you upon the completion of the flight schedule. You agree that you shall be obligated to pay the full amount of said invoice(s) to LIFETIME at the address set forth therein within five (5) business days after the applicable week or invoice date or on such other date as may be specified therein. Payment for any production services and/or facilities furnished by LIFETIME to you will be due within ten days after receipt of LIFETIME invoice.

(ii) Prior to your videostreaming or transmission of banners of Commercial Materials over Lifetime On Line, LIFETIME shall invoice you c/o Agency on a monthly basis. You shall be obligated to pay the full amount of said invoice to LIFETIME at the address set forth therein ten (10) business days after receipt of LIFETIME's invoice.

(4) Commercial Schedule/Format

The commercial format for any and all programs or web page(s) provided for herein or contemplated hereby and the Advertiser’s commercial, videostreaming or banner position placement within such programs or web page(s), as applicable, will be designated by LIFETIME, which reserves the sole right to alter or revise same.

(5) Failure to Transmit

(a) LIFETIME’s failure to transmit all or any part of the audio or video portion of any program, videostreaming material, banner or any Commercial Materials, as applicable, submitted pursuant hereto, because of an act of God, federal, state or municipal law, or cause beyond the reasonable control of LIFETIME, shall not constitute a breach of this Agreement by LIFETIME or vest in you any rights not specifically granted herein.

(b) If any commercial announcements, billboards, videostream material, or banners, as applicable, have not been transmitted at the times originally agreed to, LIFETIME, in its sole discretion, may otherwise telecast, videostream or engage in banner transmissions of such material at different times and/or make an appropriate adjustment in the total amounts charged by LIFETIME.

(c) LIFETIME reserves the right at any time to terminate its transmission of any program(s) or any webpage(s). If LIFETIME exercises the right herein provided and if this Agreement requires the transmission of Commercial Materials in any specific terminated program or webpage(s), then LIFETIME will negotiate with you in good faith in order to provide a mutually acceptable substitute program series or episode or webpage(s), as applicable, on mutually agreeable terms and conditions.

(6) Program Rescheduling

Notwithstanding that this Agreement may provide for the inclusion of Commercial Materials in specific program(s) or webpages, LIFETIME reserves the right at any time to change the day or time period of each such program series or episodes or webpage, as applicable. In such event, the transmissions of Commercial Materials will be scheduled in such mutually acceptable replacement program(s) series or episode(s) or webpage(s), as applicable, as may be agreed by the parties.

(7) Agency's Status; Joint and Several Liability of Advertiser and Agency

(a) Agency represents and warrants that: (i) it is the duly authorized agent of Advertiser for the purpose of this Agreement and all transactions contemplated hereby; (ii) its arrangements with Advertiser specifically contemplate the placement and serving of the Commercial Materials and commercial schedule provided for herein; (iii) it has full and complete right and authority to enter into this Agreement on Advertiser’s behalf, and (iv) Agency has provided a true and complete copy of this Agreement to Advertiser, which intends to be bound hereby.

(b) Advertiser and Agency will be jointly and severally liable for the performance of your obligations under this Agreement. Such joint and several liability is the essence of this Agreement. Without limitation of the preceding sentences, Agency will function as a paying agent for Advertiser hereunder and in no sense as an agent or representative of LIFETIME. LIFETIME will, in the first instance, without waiving any of its rights hereunder, attempt to collect sums due hereunder from Agency. If full payment has not been made within twenty (20) days after the date it is due or if, in LIFETIME’s judgment, it appears likely that timely and/or full payment from Agency will not be made, LIFETIME is and will remain free to collect all such sums directly from Advertiser.

(c) If at any time Agency ceases to be the advertising agent of record (or Media Buying Service of record) for Advertiser, neither Agency not Advertiser shall be excused from any obligations hereunder theretofore incurred. All rights accruing hereunder to Agency shall be available to any replacement agency provided that such replacement Agency is, in LIFETIME’s sole judgment, financially responsible.

(d) If this Agreement is executed by Advertiser rather than Agency (or media buying service), or if any time during the term hereof Agency ceases to be the advertising agency of record for Advertiser and Advertiser has not given LIFETIME its written designation of a replacement agency which designation LIFETIME has approved in writing, all references to agency commission shall be deemed deleted from this Agreement.

(e)(1) If a bonafide AAAA Agency is used by Advertiser, an advertising agency commission of fifteen percent (15%) shall be allowed to Agency on the (gross) commissionable package price provided for in this Agreement.

(2) For web advertising, an advertising commission of fifteen percent (15%) shall be allowed to Agency on the (gross) commissionable package price provided for in this Agreement.

(f) In the event that LIFETIME is not paid in accordance with the terms of this Agreement, or in the event of any other material breach of this Agreement, LIFETIME may at its option, in addition to any other rights which it may have, terminate this Agreement. Further, should the credit standing of Advertiser and/or Agency in the opinion of LIFETIME, at any time become impaired, LIFETIME may at its option, change the requirements as to the terms of payment for further telecasts, videostreaming or banner transmissions, as applicable, under this Agreement as it may see fit, or cancel the remainder of the schedule accepted pursuant to this Agreement. Upon such cancellation, you will promptly resolve with LIFETIME any outstanding disputes regarding the account. All charges for commercial announcements incurred prior to the date of such cancellation shall become immediately due and payable and you agree to pay such charges forthwith.

In addition to all of its other rights under the Agreement, in the event you fail to make a payment as provided in the Agreement, LIFETIME shall be entitled to the costs of collection, including but not limited to the costs of any suit brought by LIFETIME, reasonable attorney’s fees and other related fees and expenses.

(8) No Resales

No commercial availabilities hereunder, or any portion thereof, may be resold by Agency or Advertiser.

(9) Warranty

(a) LIFETIME may telecast, videostream or engage in banner transmissions, as applicable, or otherwise use the Commercial Materials in accordance with the terms and conditions hereof including, without limitation, musical synchronization and performing rights in the Commercial Materials without the necessity for LIFETIME to make any payment or additional or residual payments whatsoever.

(b) Neither the Commercial Materials (nor any elements therein) will violate or infringe upon any right or interest of any nature of any person, firm, corporation or entity, nor shall such Commercial Materials violate any applicable law, regulation or order.

(c) You have the right to grant to LIFETIME and its licensees the right to transmit and use the Commercial Materials as provided herein.

(10) Indemnity

(a) You herewith agree to indemnify and hold harmless LIFETIME, its parent companies, the officers, directors, employees and licensees of each of the foregoing from and against any and all loss, cost, expense, claims, demands, damages or liabilities (including reasonable fees and disbursements of counsel) relating in any way to: (i) the Commercial Materials furnished for the telecasting, videostreaming or engaging in banner transmissions, as applicable, thereof; or (ii) the breach or alleged breach of any warranty, representation or undertaking made herein.

(b) LIFETIME agrees to indemnify and hold you, your respective officers, directors, agents and employees harmless from and against any and all loss, cost expenses, claims, demands, damages or liabilities (including reasonable fees and disbursements of counsel) relating to the telecasting, videostreaming or engaging in banner transmissions, as applicable, of material furnished by LIFETIME.

(c) It is understood that the party hereto which is protected by the duty of indemnification imposed hereunder (“the Indemnitee”) will give the other party (the “Indemnitor”) immediate written notice of the assertion of any claim or the commencement of any litigation against Indemnitee and the Indemnitor shall be entitled to defend any such claim or litigation with counsel of its choice at its cost and expense. The Indemnitee, upon request, will furnish Indemnitor with all relevant facts in its possession or under its control and will cooperate fully with the Indemnitor in the defense thereof.

(d) The provisions of this paragraph 10 shall survive the expiration, termination or cancellation of the Agreement for any reason.

(11) Sales and/or Use Tax

You shall be liable for any and all taxes imposed on the transaction described herein, however designated, except for taxes based on LIFETIME’s net income.


(12) Miscellaneous

(a) Although LIFETIME shall use its best efforts to forward to you all mail addressed to you which LIFETIME receives, LIFETIME shall not be liable for any act or omission with respect thereto. Similarly, you shall use your best efforts to forward to LIFETIME all mail addressed to it which you receive and you shall not be liable for any act or omission with respect thereto.

(b) In consideration of the purchase or use of LIFETIME’s programs, facilities, or webpages, you acknowledge that any provision of any purchase order, sales agreement or contract acknowledgement to the contrary notwithstanding, the terms and provisions of this Agreement shall be binding upon and govern the relationship between you and LIFETIME.

(c) This Agreement is made subject to all applicable federal, state and municipal laws and regulations now or hereafter in force and effect and shall be construed according to the laws of the State of New York applicable to agreements entered into fully to be performed therein.

(d) You may not assign this Agreement without the written consent of LIFETIME. Any assignment of this Agreement without the written consent of LIFETIME shall be void and of no force or effect.

(e) The terms of this Agreement constitute the entire understanding between the parties hereto with respect to the subject matter hereof and shall supersede all prior agreements, oral or written, between the parties with respect thereto.

(f) Failure of a party to enforce any of the provisions hereunder shall not be construed as a general relinquishment or waiver of such provision or any other provision or right hereunder.

(g) If any provision of this Agreement or amendments thereto shall be found to be void or unenforceable under any applicable federal, state or municipal law or regulation, the remainder of this Agreement shall be unaffected thereby and shall continue in full force and effect.

LIFETIME is deemed to mean and include: (1) Lifetime Television Network, Lifetime Movie Network, the Lifetime Real Women network and any other Lifetime Entertainment Services owned-and-operated, managed, controlled, or affiliated basic cable programming service and (2) Lifetime OnLine and any Lifetime Entertainment Services owned-and-operated, managed, controlled, or affiliated website

Agency shall provide a copy of these STANDARD TERMS AND CONDITIONS to Advertiser.

SOURCE Lifetime Networks
Web Site: http://www.myLifetime.com