CCN Advertising Sales Representation Agreement

The Daily Meal

The Daily Meal Staff|May 8, 2014 1:57 pm EST

CULINARY CONTENT NETWORK ADVERTISING SALES REPRESENTATION AGREEMENT

By signing below, you appoint Culinary Content Network (CCN) as your sales representative and agree that any property or product on which you place your unique CCN source code will be included as a CCN member according to the terms and conditions contained in this Advertising Sales Representation Agreement (this "Agreement").

1. Publisher Obligations and Eligibility Requirements

A. To join and remain in the Culinary Content Network, a publisher must meet the following Eligibility Requirements. CCN's Eligibility Requirements are also posted on the CCN web site (www.thedailymeal.com). The following requirements apply to any content that you publish where you have posted your unique CCN source code, including all web pages within those domains regardless of whether that particular page hosts CCN source code or not.

1. Represent specialty content. Portals, search engines, and sites of links to other people's content do not fit our definition of specialty content.

2. Provide current, regularly updated content.

3. Be in English. CCN does not allow any of its ads to appear on foreign language sites.

4. Have an active, publicly stated privacy policy that is compliant with our partnership with the Network Advertising Initiative < www.networkadvertising.org > & includes the text:

We use third-party advertising companies to serve ads when you visit our Web site. These companies may use aggregated information (not including your name, address, email address or telephone number) about your visits to this and other Web sites in order to provide advertisements about goods and services of interest to you. If you would like more information about this practice and to know your choices about not having this information used by these companies, click here<http://www.networkadvertising.org/managing/opt_out.asp>.

5. Agree to our full eligibility requirements and advertising conditions. These can be found on CCN's web site (www.thedailymeal.com).

6. Reside on a top-level domain. Your site may NOT contain any adult, sexually explicit, or mature content, use explicit language, or link to adult or sexually explicit content.

7. Your site may NOT allow CCN ads on any sites or pages for which you are not directly responsible or any sites that have not been reviewed and approved by CCN.

8. Your site may NOT infringe on any material protected by copyright.

9. Your site may NOT allow timed rotation or auto refresh of CCN banners.

10. Your site may NOT contain user-submitted content that is not moderated.

B. CCN requires that all sites comply with all Federal privacy laws including the Children's Online Privacy Protection Act (COPPA). CCN requires each publisher to designate itself as having children's or non-children's content as well as designating if they knowingly collect any personal information from children under the age of thirteen. It is the publisher's responsibility to notify CCN in the event that either their content or their policy on data collection changes. CCN reserves the right to change a publisher's designation if, in our judgment, the publisher's designation does not match site content and demographics. In addition, CCN requires that sites have a posted privacy statement, linked from the home page that reflects the current fair information practices approved by the U.S. government and prominent Internet industry organizations.

C. CCN does not guarantee any specific percentage of paid advertising to a website. "Default Impressions" (impressions served when no paid advertising is available) are a by-product of our business. Publishers may choose to redirect all or a portion of their Default Impressions at no additional charge. If a Publisher does not specify a default redirect, CCN reserves the right to utilize these Default Impressions for its sole benefit without compensation to the Publisher. Such uses may include, but are not limited to, running opt-in visitor surveys, collecting user data, promoting CCN products and services, running test campaigns, running public service announcements, and/or running "make good" campaigns (make good campaigns are unpaid advertisements that are run to make-up for the occasional discrepancies that occur during the normal course of business).

2. Rates & Revenues

A. CCN will determine all advertising rates and may change the rates without notice. You are free to set advertising rates for any advertising sold by you or members of your staff.

B. Rate information is proprietary and confidential information and it may not be shared with other advertisers or third parties.

3. Billing & Payment

A. CCN will handle all accounting arrangements and provide you an online summary of the activity on your unique CCN source code.

B. Your earnings will equal (1) your Contract Rate times (2) the sum of (a) your gross advertising billing minus (b) any advertising agency commissions and minus (c) other expenses. Other expenses are used to cover the fees and risks incurred in order to fulfill campaigns successfully such as, but not limited to, building creative, ad serving, data purchase, campaign research, sweepstakes and prize fulfillment, conversion tracking, foreign currency exchange, cost-of-money, as well as a handling expense. Other expenses may also include fees such as one-time set-up fees, annual servicing fees, or licensing fees, which CCN will recoup by allocating a fixed fee to all of the appropriate campaigns. CCN will pass-through these expenses in the form of a reduced price per unit paid. Such fees may not be detailed in the contract between CCN and the advertiser. This will be the only basis for payment to you for advertising.

C. CCN pays members on the last day of each month elected via electronic payment for all campaigns that ended at least sixty [60] days earlier regardless of whether the advertiser has paid CCN. CCN retains the credit risk of collections and guarantees you payment on a regular schedule.

1. You will be paid for all campaigns unless you have earned less than your minimum requested amount (not to be less than $50). Your balance will carry forward until such time as you have a balance greater than your minimum requested amount. CCN reserves the right to terminate this agreement if your account goes unpaid due to a failure to meet the minimum requested payment amount ($50) during any six (6) months period.

2. Payments under $5.00 for an inactive account will not be made and are permanently forfeited.

3. NOTE: CCN WILL NOT MAKE ANY PAYMENTS TO YOU UNTIL SUCH TIME AS WE HAVE RECEIVED FROM YOU AN EXECUTED COPY OF THIS AGREEMENT, INCLUDING A COMPLETED TAX STATUS FORM (Exhibit A.)

D. Revenue will be calculated based on traffic audits from CCN's central server. CCN traffic audits will be the sole source of audience traffic measurement for billing purposes. Some ads may be shown by a third party server. In that case CCN may need to rely on the third party server's traffic audits as the sole source of audience traffic measurement for billing purposes.

E. You agree not to use, or allow the use of, any deceptive, incentivized, mechanical, computerized or other artificial means of increasing the number of users, impressions, page views, click-throughs or any other measure of your traffic.

F. If, in its reasonable judgment, CCN concludes that there has been deceptive, incentivized, mechanical, computerized or other artificial means used to increase impressions, page views, click-throughs, or any other measure of Internet traffic at your web site, CCN may terminate this Agreement and seize all of your earnings hereunder, whether they have been paid out to you or not.

4. Web Site Advertising

A. Upon execution of this Agreement, you will be given a password which allows you to access the information on the CCN Publisher Account Center (BPAC) You are responsible for the security of your BPAC password and are responsible for any actions taken by anyone using your password.

B. CCN will provide you with source code that will display advertising from CCN's server on your web page(s). Load the code as prescribed on the BPAC and do not alter it without CCN's consent. By running our source code, you agree to abide by the terms and conditions for the advertising set forth in this Agreement and on the BPAC.

5. Ownership of Data

All data collected by CCN or advertisers through the CCN source code or otherwise from your web site will be the property of CCN or the advertiser, as the case may be, and you will have no rights in or to such data. You hereby acknowledge that information, graphics, and infrastructure provided by CCN are the sole property of CCN and may not be used without its prior written consent.

6. Terms and Contract Rate

A. Notwithstanding your selection above, all new publishers are required to initially sign a month-to-month (non-exclusive) agreement when joining the Network.

B. The contract rate for the term of the Agreement is 50%

C. Under an exclusive contract, CCN will be the sole source of advertising for your site except for (i) advertising sold by employees of your web site or (ii) any exclusions we agree to when this Agreement is executed (you must request an Exhibit B addendum).

D. If no term is indicated or you accept advertising without a signed Agreement in effect, then this Agreement will be deemed to have a month-to-month term and the corresponding Contract Rate.

7. Termination

A. If you terminate this Agreement for any reason other than a breach of this Agreement by CCN that is not cured after thirty days e-mail notice, all of your earnings are subject to a Contract Rate adjustment. Your earnings will be recalculated based upon the then current lowest applicable Contract Rate for the actual time the Agreement was in effect. For example: if you choose a 3 year term and terminate the Agreement after 2 years, you will owe us the difference between the 60% (3 year Contract Rate) and 55% (1 year Contract Rate) or a Contract Rate adjustment of 5% for all advertising revenue generated during the term of the Agreement; or, if you terminate after 10 months, you will owe us the difference between 60% and 50% or a Contract Rate adjustment equal to 10%. You will also owe us revenue for advertising scheduled prior to our receipt from you of an e-mail notice of termination.

B. CCN reserves the right at any time, in its sole and absolute discretion, to terminate this Agreement, or in lieu of terminating this Agreement, to suspend the marketing of and placement of advertising for you. If CCN terminates this Agreement for any reason other than your breach, then revenue for advertising run through the date of termination will be payable at the originally agreed upon Contract Rate.

8. Renewal

If no new Agreement is executed upon this Agreement's expiration, this Agreement will automatically renew as a month-to-month (non-exclusive) agreement, but pursuant to the terms and conditions in the then current form of Advertising Sales Agreement posted on the CCN web site.

9. Representations, Warranties and Covenants

You hereby represent, warrant and covenant that (a) use of your publications by CCN or any of CCN's advertisers will not infringe on any third party intellectual property rights, including without limitation, United States or foreign trademarks, patents, copyrights, rights of publicity, moral rights, music performance or other music-related rights, or any other third-party right, (b) your web site does not and will not contain any content which violates any applicable law or regulation, and (c) you have all necessary rights and authority to enter into this Agreement and place advertising on the publications identified in this Agreement and on, adjoining, or in the vicinity of other web sites that may be viewed, linked or visited through access to your web site or in any location where you choose to place your individualized CCN ad code.

10. Indemnification

A. If any claim or suit is brought against CCN or an advertiser due to (i) your breach of this Agreement, or (ii) any other act by you, including anything related to your website, you will assume the defense of any such claim or suit and to indemnify CCN and the advertisers against any damages, losses, expenses and reasonable costs, including attorney's fees, in such suit or claim and in the reasonable investigation of any allegations of such suit or claim.

B. If any claim or suit is brought against you due to a breach of this Agreement by CCN, CCN will assume the defense of any such claim or suit and to indemnify you and the advertisers against any damages, losses, expenses and reasonable costs, including attorney's fees, in such suit or claim and in the reasonable investigation of any allegations of such suit or claim.

11. Disclaimers, Exclusions and Limitations

A. Disclaimer of Warranty. EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS AND CONDITIONS, NEITHER PARTY MAKES, AND EACH PARTY HEREBY SPECIFICALLY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES, EXPRESSED OR IMPLIED, REGARDING THAT PARTY'S WEB SITE AND ANY PRODUCT, SERVICE OR INFORMATION THEREON OR OTHERWISE RELATING TO THESE TERMS AND CONDITIONS, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. NEITHER PARTY WARRANTS THAT ITS WEB SITE WILL OPERATE UNINTERRUPTED OR ERROR-FREE.

B. Limitation of Liability. EXCEPT AS OTHERWISE PROVIDED IN SECTION 10, UNDER NO CIRCUMSTANCES WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY WITH RESPECT TO ANY SUBJECT MATTER OF THESE TERMS AND CONDITIONS UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY, WHETHER OR NOT THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING FROM ANY PROVISION OF THESE TERMS AND CONDITIONS , INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE. IN NO EVENT SHALL THE RECEIVING PARTY'S AGGREGATE LIABILITY ARISING OUT OF THESE TERMS AND CONDITIONS EXCEED THE PAYMENTS TO THE DIRECTING PARTY HEREUNDER. THE LIMITATIONS OF LIABILITY UNDER THIS SECTION 11.B SHALL NOT APPLY TO A PARTY'S INDEMNIFICATION OBLIGATIONS CONTAINED IN SECTION 10.

12. Governing Law, Venue, Arbitration

A. This Agreement shall be governed by the laws of the State of California.

B. You hereby irrevocably (i) submit to the nonexclusive jurisdiction of any California state or Federal court sitting in San Francisco in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, (ii) agree that all claims in respect of such action or proceeding may be heard and determined in such Massachusetts state court or in such Federal court, and (iii) waive, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding.

C. Any claim, controversy or dispute between the parties to this Agreement, their agents, employees, officers, directors or affiliated agents ("Dispute") shall be resolved by arbitration conducted by a single arbitrator engaged in the practice of law, under the then current rules of the American Arbitration Association ("AAA"). The Federal Arbitration Act, 9 U.S.C. Secs. 1-16, not state law, shall govern the arbitration of all Disputes. The arbitrator shall have authority to award compensatory damages only. The arbitrator's award shall be final and binding and may be entered in any court having jurisdiction thereof. Each party shall bear its own costs and attorneys' fees, and shall share equally in the fees and expenses of the arbitrator. The arbitration shall occur in San Francisco, California and the laws of California shall govern the construction and interpretation of the Agreement.

13. Successors and Assigns

This Agreement shall be binding on the undersigned, its successors and assigns. You may assign this Agreement in connection with an assignment, sale or other conveyance of your web site, provided, however, in connection with such assignment, the assignee must load new unique CCN supplied programming code on each page of the web in which advertising is run in order to identify the new owner for tax reporting purposes.

14. Setoff

In the event CCN is due any sums under the terms of this Agreement or for any other services provided by CCN, CCN may collect such amounts from your earnings.

15. Confidential Information

In the course of performing the services contemplated by this Agreement, it may be necessary for the parties hereto to disclose to each other confidential information. Neither party will, during or after the term of this Agreement, reveal any such information to any third parties or use such information for itself or any third party except as authorized in writing by the disclosing party or as required by applicable law or court order. Each party will take reasonable precautions to insure that all such information is not disclosed by any of its employees or agents to any unauthorized persons and will limit disclosure to its employees on a "need to know" basis. Confidential information does not include information that is, or subsequently may become within the knowledge of the public generally, through no fault of the party hereto receiving the information, or information that the receiving party can show was previously known to it at the time of receipt.

The above provision applies solely to confidential information of you and CCN. In the course of providing advertising to your site, advertisers will disclose to you and CCN additional confidential information. Advertisers generally consider all information that they disclose to be confidential, including, but not limited to, the content of the advertising, the web sites the advertising is run on, the number of impressions delivered, the fee paid for the advertising, the data collected from users and even the fact that the advertising was placed on a web site. Advertisers impose strict confidentiality obligations on anyone receiving such information. With respect to this advertiser confidential information, you agree to comply with the requirements in the immediately preceding paragraph. Further, no advertiser confidential information may be disclosed, released, used or made public in any other way without our prior written consent.

Please indicate your agreement to these terms and conditions by clicking below (for registration through the internet).

NOTE: IF YOU ARE UNDER 18 YEARS OF AGE, YOU MUST RETURN A HARD COPY OF THE AGREEMENT TO CCN, CO-SIGNED BY A PARENT OR GUARDIAN, EITHER BY POST OR FAX.

PLEASE MAIL TO Spanfeller Media Group, ATTN: Sharon Gitelle, 156 Fifth Avenue, Suite 400, New York, New York 10010

Spanfeller Media Group

156 Fifth Avenue, Suite 400

New York, New York 10010

Signatures:
	Date:

Publisher Signature
	Date:

CCN Signature
	Date:

Signature of Guardian if under 18

Exhibit A

Tax Status Form

So that we handle your tax reporting correctly, please fill out the category that pertains to your business structure (PLEASE FILL OUT ONLY ONE OF THE FIVE CHOICES).

UNITED STATES BASED WEB SITE OWNERS OPTION 1:

The Web site is established as a United States based company (Inc., Corp., LLC, LLP. etc.).

Employer Identification Number (EIN):

Please make checks payable to Business Name as shown on Federal Tax return:

Please mail the checks to the following address (if different from Web site address):

Certification

Under penalties of perjury, I certify that:

1. The Social Security Number provided is my tax payer id and is the correct number for the entity named as the payee.

2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding.

3. I am a U.S. person (including a U.S. resident alien)

Signatures:
	Date:

Publisher Signature
	Date:

CCN Signature
	Date:

Signature of Guardian if under 18

UNITED STATES BASED WEB SITE OWNERS OPTION 2:

The Web site is a sole proprietorship.

· The owner's Social Security Number:

· The owner's name as shown on Social Security card:

· Please make checks payable to:

· Please mail the checks to the following address (if different from Web site address):

Certification

Under penalties of perjury, I certify that:

1. The Social Security Number provided is my tax payer id and is the correct number for the entity named as the payee. 2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding. 3. I am a U.S. person (including a U.S. resident alien)

Signatures:
	Date:

Signature
	Date:

Signature of Guardian if under 18

NON-UNITED STATES BASED WEB SITE OWNERS OPTION 1:

The web site is foreign based and has no affiliation with a U.S. tax filing company or individual:

Please make checks payable to:

Please mail the checks to the following address (if different from web site address):

Certification

Under penalties of perjury, I declare that I have examined the information on this form and to the best of my knowledge and belief it is true, correct, and complete. I further certify under penalties of perjury that:

1. I am the beneficial owner (or am authorized to sign for the beneficial owner) of all the income to which this form relates,

2. The beneficial owner is not a U.S. person,

3. The income to which this form relates is not effectively connected with the conduct of a trade or business in the United States or is effectively connected but is not subject to tax under an income tax treaty, and

4. For broker transactions or barter exchanges, the beneficial owner is an exempt foreign person as defined in the instructions. Furthermore, I authorize this form to be provided to any withholding agent that has control, receipt, or custody of the income of which I am the beneficial owner or any withholding agent that can disburse or make payments of the income of which I am the beneficial owner.

Signatures:
	Date:

Publisher Signature
	Date:

CCN Signature
	Date:

Signature of Guardian if under 18

NON-UNITED STATES BASED WEB SITE OWNERS OPTION 2:

While the web site is foreign based, it is owned by a United States tax filer as a sole proprietorship.

The owner's Social Security number:

The owner's name as shown on Social Security card:

Please make checks payable to the owner:

Please mail checks to the following address (if different from web site address):

Certification

Under penalties of perjury, I certify that:

1. The Social Security number provided is my tax payer id and is the correct number for the entity named as the payee.

3. I am a U.S. person (including a U.S. resident alien)

Signatures:
	Date:

Publisher Signature
	Date:

CCN Signature
	Date:

Signature of Guardian if under 18

NON-UNITED STATES BASED WEB SITE OWNERS OPTION 3:

The web site is effectively connected with a company (Inc., Corp., LLC, LLP. etc.) that conducts trade or business in the United States.

Employer Identification Number (EIN):

Please make checks payable to Business Name as shown on Federal Tax Return:

Please mail checks to the following address (if different from web site address):

Certification

1. I am the beneficial owner (or I am authorized to sign for the beneficial owner) of all the income to which this form relates,

2. The amounts for which this certification is provided are effectively connected with the conduct of a trade or business in the United States and are includible in my gross income (or the beneficial owner's gross income) for the taxable year, and

3. The beneficial owner is not a U.S. person. Furthermore, I authorize this form to be provided to any withholding agent that has control, receipt, or custody of the income of which I am the beneficial owner or any withholding agent that can disburse or make payments of the income of which I am the beneficial owner.

Signatures:
	Date:

Publisher Signature
	Date:

CCN Signature
	Date: