Terms of Sale

Bobit Business Media, Inc.
Standard Terms and Conditions for BBM Production Advertising

Effective Date: December 1, 2024

These standard terms and conditions (referred to as the "Terms and Conditions", or as the "T&Cs") are entered into between Bobit Business Media, Inc. ("Bobit") and the Advertiser (referred to as the Advertiser, Customer, or Marketer), and the Advertiser referenced on the corresponding Bobit sales insertion order (the "Insertion Order" or "I/O"). These Terms and Conditions shall be deemed incorporated by reference into any corresponding Insertion Order submitted by Advertiser and Advertiser-accepted (customer accepted). The Terms and Conditions and the Insertion Order shall be collectively known as the "Agreement." These Terms and Conditions can also be located at https://www.bbmproduction.com/terms-of-sale.

1. Term.
   The terms of these T&Cs commence on the Start Date set forth in the Insertion Order and continue in force and effect until terminated pursuant to section 9 of this Agreement.
2. Terms of Payment.
   Advertiser must pay the total amount due on the Insertion Order as per the terms specified on the actual Insertion Order that you approve and customer-accept. Unless otherwise indicated on the actual Insertion Order that the customer approves, Advertiser must remit payments in full to Bobit upon receipt of the invoice. In the event of any failure by Advertiser to make payment, Advertiser will be responsible for all reasonable expenses incurred by Bobit in collecting such amounts (including attorneys' fees and collection agency fees where applicable). All Bobit invoicing will be done in U.S. dollars and payments are due in U.S. dollars, and are exclusive of any applicable taxes where they may be imposed by federal, state, or local agencies or jurisdictions, which applicable taxes shall be the full responsibility of Advertiser.
3. Provision of Advertising Materials.
   Advertiser participating will providing all applicable and agreed to advertising materials to Bobit at least 10 business days in advance and before the desired and mutually agreed to date of use and production to PPCMarketplace@bobit.com, or such other address as Bobit may specify from time to time, unless otherwise agreed to. If advertisement materials are not provided in accordance with this policy, Bobit cannot guarantee that the corresponding advertisement will commence by the start date indicated in the Insertion Order. Bobit in all cases will support and continually work with the Advertiser to accommodate Advertiser goals in the program agreed to with the Insertion Order; this is always the Bobit commitment. All changes to the advertisement must also be made in writing (and prior to the lead time deadline) to PPCMarketplace@bobit.com.
4. Right to Reject Advertising.
   All advertisements are subject to Bobit's approval. Bobit reserves the right to reject any advertisement, Insertion Order, URL link, associated advertisement materials, at any time and for any reason (including, but not limited to, belief by Bobit that any placement thereof may subject Bobit to civil or criminal liability). Bobit will work with the Advertiser on this so any issues are reviewed and explained. Advertiser remains fully responsible for all advertising materials provided to Bobit.
5. Unavailable Advertisement Materials.
   If at the beginning of an advertising program contracted with Bobit the Advertiser fails to provide advertisement materials that are acceptable and that comply with section 3 of this Agreement, Bobit shall have the right to charge and invoice Advertiser, at the rate specified and agreed to in the Insertion Order. Once a advertising program has begun, if either Bobit or Advertiser chooses to terminate an advertisement, Bobit shall have the right to publish in substitution any prior acceptable advertisement submitted by Advertiser until such time as Bobit can reasonably begin publication of Advertiser's desired advertisement; if in Bobit's sole discretion there exists no acceptable substitute advertisement, Bobit shall have the right to charge and invoice Advertiser, at the rate specified and agreed to in the Insertion Order, for inventory held by Bobit pending receipt of acceptable materials from Advertiser.
6. Targeting, Optimization, and Positioning.
   Advertising shall be targeted to users based on the criteria agreed to between Advertiser and Bobit (keywords, for example). In the absence of other instructions from Advertiser and agreed to by Bobit, an advertisement will be shown whenever the selected criteria (keywords, for example) are entered as a search query, either alone or in combination with other terms. Advertiser may in good faith optimize its campaign by modifying the keywords specified in the Insertion Order so as to increase the number of impressions served, but in no event may Advertiser reduce the total value of the Insertion Order by modifying the keywords specified in the Insertion Order in a manner that decreases the number of impressions served. Positioning of advertisements on the Bobit website or on any page therein is at Bobit's sole discretion, unless otherwise expressly provided in the Bobit Insertion Order.
7. Reporting and Analytics.
   Upon form submission by user, an e-mail containing the validated lead will be delivered to an Advertiser-supplied e-mail address. Access to self-serve reporting from lead validation platform will also be provided as part of set-up.
8. Renewal.
   Except as may be detailed in the Insertion Order, any renewal of the Insertion Order or any of the elements of the Insertion Order, including any acceptance of any additional Insertion Order shall be mutually agreed to between Bobit and Advertiser.
9. Termination; Non-Cancellation by Advertiser.
   Subject to section 4 above, Bobit shall have the right to terminate any Insertion Order (including this entire Agreement), with or without cause, at any time. Once an Insertion Order is submitted it cannot be terminated or cancelled by Advertiser for any reason and the submission of an Insertion Order shall be deemed an acceptance of the non-cancellation provision.
10. Effect of Termination.
    In the unlikely event of any termination of the Insertion Order with Bobit, Advertiser shall remain liable for any financial amount due under an Insertion Order for advertisements delivered by Bobit and such obligation to pay shall survive any termination of this Agreement and associated Insertion Order from Advertiser. Upon termination for any reason, at the request of the disclosing party, the receiving party shall return all of the disclosing party's Confidential Information to the disclosing party. Sections 2, 8 10, and 12-17 shall survive any termination of this Agreement.
11. No Assignment or Resale of Advertisement Space.
    Advertiser may not resell, assign, or transfer any of its rights hereunder. Any attempt by Advertiser to resell, assign, or transfer such rights shall results in immediate and automatic termination of this Agreement, without liability to Bobit.
12. No BBM Warranty.
    Bobit makes no warranty, express or implied, with respect to any matter, including without limitation advertising and other services, and expressly disclaims the warranties or conditions of noninfringement, merchantability and fitness for any particular purpose. Bobit does not warrant that Bobit's delivery of services or advertisements hereunder will be error-free, uninterrupted or continuous.
13. Limitation of Liability.
    In no event shall Bobit be liable for any act or omission, or any event directly or indirectly resulting from any act or omission, of Agency or any third parties (if any). In no event shall Bobit be liable under this agreement for any consequential, special, indirect, exemplary, punitive, or other damages, including but not limited to, damages for loss of data, lost profits, loss of business, or procurement of substitute goods or services, whether based in contract, tort (including negligence) or otherwise, even if Bobit has advised of the possibility of such damages and notwithstanding any failure of essential purpose of any limited remedy. Bobit's aggregate liability under this Agreement for any claim is limited to the amount received by Bobit from Advertiser for the Insertion Order giving rise to the claim.
14. Advertiser's Representation.
    Advertiser to this Agreement and associated Insertion Order represents and warrants to Bobit and third parties (if any) the following: (a) that Advertiser holds all necessary rights to permit the use of the advertisement by Bobit for the purpose of this Agreement and Insertion Order; and (b) that the use, reproduction, distribution, transmission or display of advertisement, keywords selected by Advertiser, any data regarding users, and any material to which users can link, or any products or services made available to users, through the advertisement will not (i) violate any criminal laws or any rights of any third parties; (ii) contain any material that is unlawful or otherwise objectionable, including without limitation any material that encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable law. Advertiser agrees to defend Bobit and third parties (if any) from and against any third party claim (including damage awards, settlement amounts, and reasonable legal fees and expenses incurred by Advertiser in such defense), arising out of or related to (1) breach of any of the foregoing representations and warranties, and (2) any third party claim arising from the content or targeting of any advertisements provided by Advertiser, or any material to which users can link, or any products or services made available to users, through the advertisement under this Agreement.
15. Confidentiality of Parties to this Agreement.
    Advertiser shall make no public announcement regarding the existence or content of the Insertion Order without Bobit's prior written approval, which approval shall not be unreasonably withheld. Furthermore, during the terms of this Agreement, and for a period of two years following any Insertion Order end date, neither party will use or disclose any Confidential Information of the other party except as specifically contemplated herein. Confidential Information shall mean (1) advertisements, prior to publication, (2) the Insertion Order with Bobit, (3) any Bobit statistics or data that Bobit deems to be confidential information, and (4) any information designated in writing, or identified orally at time of disclosure, by the disclosing party as "confidential" or "proprietary."
16. Priority of T&Cs to this Agreement.
    These Terms and Conditions shall supersede any all conflicting terms in an Insertion Order unless (1) the terms relate to scheduling of an advertisement or pricing amounts, or (2) in a situation where a provision of these Terms and Conditions expressly allows for control by the Insertion Order.
17. Pay-Per-Click program, pricing and terms.
    A pay-per-click package includes an ad placed within content on the BBMProduction.com website. Each ad will link to a form that interested users will enter and submit. This submission will represent a click. Advertiser's budget balance will be reduced accordingly. The first page will cost $10,000, which includes a $5,500 click budget and a 1x, non-refundable set-up fee of $4,500. Additional pages will each include a $5,000 budget and a 1x, non-refundable set-up fee of $2,500.
18. Intellectual Property.
    Bobit and Advertiser each grant to the other a nontransferable, non-exclusive license to use the other Party's name, marks, and logos (collectively, the "Intellectual Property") only solely for the promotion and execution of events that both Parties agree to as part of this Agreement. Any uses of such Intellectual Property shall be subject to the other Party's advance written approval in all cases so to protect the ownership and use of each Party's intellectual property and associated legal and business rights. No financial commitments are provided by Bobit to Advertiser under the terms of this Agreement, and in no case does Bobit transfer any of its intellectual property to Advertiser or any other party, if any, associated with this Agreement.
19. Force Majeure.
    Neither party will be liable for any delays or nonperformance directly or indirectly resulting from circumstances or causes beyond its reasonable control including, without limitation, fire, epidemic, pandemic, or other casualty, act of God, strike or labor dispute, war or other violence, or any law, order, or requirement of any governmental agency or authority that may impede the ability of either party to perform under this Agreement.
20. Governing Law.
    THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH, AND THE RIGHTS, OBLIGATIONS, AND LIABILITIES OF EACH PARTY HERETO SHALL BE DETERMINED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF CALIFORNIA WITHOUT GIVING EFFECT TO ANY CHOICE OR CONFLICT OF LAWS PROVISION OR RULE THAT WOULD CAUSE THE APPLICATION OF THE SUBSTANTIVE LAWS OF ANY OTHER STATE.
21. Privacy Policy of Bobit.
    Bobit's privacy policy can be referred to at https://www.bobit.com/privacy-policy/.