Afar Advertising Terms and Conditions

The following terms and conditions (these “Terms and Conditions”) govern, and are hereby incorporated into and made a part of, any and all insertion orders, client approval request forms and other order forms (each, an “Insertion Order” or “IO”) between Afar LLC, a Delaware public benefit limited liability company also known as Afar Media (“Afar” or “Publisher”), and any entity that places advertising or secures other marketing services with Afar—including without limitation Custom Programs and Events (each as defined below) (“Advertiser”), whether directly or through an agent (“Agency”). References to “Afar” include each of Afar’s brands and divisions, including without limitation AFAR and Suitcase. These Terms and Conditions apply to all advertising and other marketing services in or in connection with any of Afar’s print magazines (the “Magazines”), websites and mobile sites (the “Websites,” which include Afar.com and Suitcasemag.com), email campaigns (“Emails”), newsletters (“Newsletters”), digital magazine editions (“Digital Editions”), social media channels and platforms (“Social Media”), podcasts and other audio recordings (“Podcasts”), Custom Programs, Events, sponsored, partner and promotional content, and any other services in any and all media whether now known or hereafter developed (collectively, the “Services”).

For the avoidance of doubt, each Agency represents and warrants that it has the right, power and authority to enter into, and is entering into, the applicable IO(s) as the authorized agent of the Advertiser placing advertising or otherwise receiving the benefit of such IO(s), and to bind the Advertiser to these Terms and Conditions. Advertiser and Agency are jointly and severally liable for performance of all obligations of Advertiser hereunder, and Agency and Advertiser may be used interchangeably herein.

The placement of advertising or use of marketing services on or via the Services constitutes Advertiser’s and Agency’s (if applicable) agreement to these Terms and Conditions. Afar may modify these Terms and Conditions from time to time by posting an updated version at afar.com/advertising/terms (or such other URL as Afar may designate); additional placement of advertising or use of marketing services following such modifications will constitute Advertiser’s and Agency’s agreement to such modifications.

These Terms and Conditions and each IO shall be governed by the laws of the State of New York. All claims arising in connection with any IO or these Terms and Conditions will be brought solely in New York, New York, and the parties consent to the jurisdiction of such courts. Except as set forth herein, IOs and these Terms and Conditions are subject to the IAB/AAAA Standard Terms and Conditions for Internet Advertising for Media Buys One Year or Less, Version 3.0 (the “IAB Terms”), under which the term “Agency” shall refer to Advertiser in the event the IO is being placed directly by Advertiser without a separate third-party agency (recognizing that Advertiser is functioning as its own Agency). All capitalized terms not defined herein shall have the meanings set forth in the IAB Terms.

1. Ad License

Advertiser grants to Afar a non-exclusive right and license to display, perform, publish, modify and transmit all copy, artwork, photography, video, URLs and other advertising materials (“Advertising Materials”) furnished by Advertiser, Agency or any of its other representatives for the purposes contemplated hereby. If the Services in which any Advertising Materials submitted under an IO are published are converted into and distributed in any other formats or media, Advertiser hereby grants to Afar all rights necessary to convert, publish and distribute such Advertising Materials in such other formats and media.

2. Right to Reject, Cancel or Defer

Afar may, in its sole discretion, refuse to publish any Advertising Materials submitted to it, or cancel or defer publication of any Advertising at any time. Advertising simulating Afar’s editorial content in appearance or style or that is not immediately identifiable as advertising is not acceptable, and Afar is hereby authorized to label any such Advertising so as to distinguish it from editorial content. Unless otherwise specified on the applicable IO, an Advertiser’s media spend is for a certain number of impressions or issues of a publication, not for a fixed period of time. Inventory for display of Advertising Materials by Afar is based on availability at the time of impression delivery or publication, as applicable. Impression delivery for all online campaigns will be measured by Afar’s designated ad serving system. With respect to non-print (or non-print portions of) campaigns, if Afar determines that the number of impressions likely to be delivered by the end of the campaign is less than 90% of the amount specified in the applicable IO, Afar will use good faith efforts to notify Advertiser prior to the end date of such campaign.

3. Custom Programs

For purposes of these Terms and Conditions, “Custom Programs” means custom advertising and content programs produced by Afar in connection with or as set forth in an IO, including without limitation influencer campaigns, custom or branded content in any media, custom webinars, production services and similar bespoke deliverables. For clarity, Custom Programs do not include Events, which are governed by Section 6.

Notwithstanding anything herein to the contrary, at Afar’s request, all Custom Programs to be produced by Afar in connection with or as set forth in an IO shall be subject to the negotiation of a separate custom content agreement on terms to be mutually agreed by the parties, including without limitation timelines, deliverables, respective responsibilities and applicable legal terms. In the absence of such separate custom content agreement, or to the extent that these Terms and Conditions are incorporated therein, these Terms and Conditions shall apply to all Custom Programs. Unless otherwise agreed in writing by the parties, Custom Programs are for use solely on Afar’s properties and may not be repurposed or republished by Advertiser without Afar’s prior written consent.

4. Payment Terms

Unless expressly agreed otherwise in writing by Afar, all amounts shown in any IO and on any invoice are denominated in, and shall be paid in, U.S. dollars, and are net of Agency commission or discount.

Pre-payment may be required in Afar’s sole discretion. Except as otherwise agreed in writing by Afar, all Custom Programs are billed in full upon IO execution. All invoices are due net 30 days after invoicing. For print advertising in the Magazines, invoices are issued as of the first business day of the month in which the relevant issue of the Magazine is first mailed to subscribers. For digital advertising, billing will be monthly throughout the duration of the campaign, and invoices will be issued as of the last day of the month in which such digital Advertising appears. Afar will attempt to issue invoices within 20 days of the invoice date, but any delay in issuing invoices shall not alleviate Advertiser from its liability hereunder. Afar reserves the right to change the payment terms to cash with order at any time.

Should any invoice become past due, Advertiser agrees to pay the costs of collection, including attorneys’ fees if incurred, together with interest at a monthly rate of the lesser of 1.5% or the greatest amount permitted by applicable law. Should any portion of an invoice be disputed, Advertiser agrees to pay the undisputed portion according to its terms pending resolution of the dispute. In addition to all other remedies, Afar may suspend its performance if any payment is past due; suspension will not relieve Advertiser of its obligation to pay in full.

Advertiser will be short-rated if the number of insertions upon which specified rates are based are not used. All billing is based on actual impressions, insertions or leads delivered, as applicable, as determined by Afar. Afar reserves the right to consider campaigns within 10% of the impression goal at the end of the campaign completed unless otherwise agreed in writing. In such event, Afar will have no obligation to deliver a “make good,” and Afar will invoice, and Advertiser will pay, for impressions actually delivered based on the contracted rate and without regard to any short rate. Unless stated otherwise on the IO, ad campaigns are billed upon publication of the Advertising Materials or completion of delivery of impressions, as applicable; provided that for campaigns with a duration of longer than one month, Afar reserves the right to bill in-progress on a monthly basis.

AFAR DOES NOT ACCEPT SEQUENTIAL LIABILITY AND MAY HOLD AGENCY AND ADVERTISER JOINTLY AND SEVERALLY LIABLE FOR ALL AMOUNTS DUE HEREUNDER.

5. Cancellations / Late Creative

Custom Programs and Events, including without limitation all media spends associated therewith, are non-cancelable, non-refundable and exempt from viewability and frequency caps except as otherwise expressly agreed in writing. For all other media buys, unless otherwise set forth in the IO, Advertiser may not cancel any print advertising purchased pursuant to such IO after the advertising close date (the “Ad Close Date”) unless expressly permitted in writing by Afar. For digital Advertising, Advertiser must provide written notice of cancellation at least seven business days prior to the requested cancellation date, and Advertiser will be responsible for all impressions served up to and including the cancellation date. No changes to an IO shall be effective unless in writing and signed by both parties.

Advertiser is responsible for delivering Advertising Materials on time as provided in the IO or otherwise specified by Afar. Advertising Materials will not be deemed delivered unless in a format specified or otherwise approved by Afar. In the event Advertising Materials are delivered after the Ad Close Date, Advertiser is still responsible for the media purchased pursuant to the IO. Except as otherwise stated in the IO or as mutually agreed upon by the parties, if Advertising Materials are received late, Afar may run a Public Service Announcement (PSA) or house advertisement as a replacement until the creative is received.

If cancellation is permitted by Afar as set forth above, Advertiser will be responsible for a fee in the amount of 50% of the applicable advertising fee provided for in the IO for cancelling an order past the Ad Close Date but prior to the date the Advertising Materials are due (the “Advertising Materials Due Date”). In the event that Advertiser cancels an order after the Ad Close Date and the Advertising Materials Due Date, Advertiser will be responsible for a fee in the amount of 100% of the applicable advertising fee provided for in the IO. As noted above, and for the avoidance of doubt, Custom Programs may not be cancelled at any time. In addition and without limitation, tickets purchased for any Event are non-refundable.

6. Events

To the extent that any IO includes the sponsorship of any live, pre-recorded or virtual event, podcast or other activity operated by Afar (each, an “Event,” and the sponsorship thereof, an “Event Sponsorship”; references in these Terms and Conditions to “Events” include Event Sponsorships unless the context requires otherwise), Afar reserves the right to cancel any Event(s) in its sole discretion. If Afar cancels an Event prior to the Event commencement (except if cancelled due to a Force Majeure Event (as defined below)): (i) the parties will mutually agree on a make good for Advertiser to sponsor another Event offered by Afar in substitution to be held within one year from such cancellation, provided that the substituted sponsorship shall have a value equal to, but no greater than, the original sponsorship; and (ii) if Advertiser does not select an available substitute, Afar will repay any Event sponsorship fee previously paid with respect to such cancelled Event, pro-rated for any portion of the benefits that have been previously provided by Afar. Notwithstanding anything herein to the contrary, if Afar cancels any Event(s) prior to the Event commencement due to a Force Majeure Event, all Event-related fees and related media spend commitments shall remain due and payable, and Afar’s sole responsibility shall be to provide a make good in the form of advertising credits in Afar publications in lieu of the sponsorship benefits previously agreed (value to be applied against the then-applicable rate card for Advertiser and pro-rated for any sponsorship benefits previously provided; advertising credit must be used within 12 months of the cancelled Event). Except as expressly set forth in this paragraph, Afar shall have no liability or obligation to Advertiser arising from the cancellation of any Event(s).

7. Errors and Omissions

Afar is not responsible for errors or omissions in any Advertising materials provided by Advertiser or Agency (including errors in key numbers) or for changes made after closing dates.

8. Promotional and Merchandising References

Agency and Advertiser shall not make promotional or merchandising reference to Afar in any way without the prior written permission of Afar in each instance.

9. Conflicting Conditions; Positioning

Any conditions on orders or copy instructions issued by Agency or Advertiser which conflict with, vary, or add to these Terms and Conditions will not be binding on Afar, and to the extent that the Terms and Conditions contained herein are inconsistent with any such conditions, these Terms and Conditions shall govern and supersede any such conditions. Afar has the right to insert Advertising anywhere in the Magazines and on its Websites at its discretion, and any condition on contracts, orders or copy instructions involving the placement of Advertising within an issue of a Magazine (such as page location, competitive separation or placement facing editorial copy) will be treated as a positioning request only and cannot be guaranteed. Afar’s inability or failure to comply with any such condition shall not relieve Advertiser of the obligation to pay for the Advertising.

10. Force Majeure

Afar shall not be subject to any liability whatsoever for any failure to publish or circulate all or any part of any issue of any Magazine or any Website, or for any default or delay in performance of any obligation hereunder, because of strikes, work stoppages, accidents, fires, wars, terrorism, civil disorder, epidemics or public health emergencies, natural disasters, acts of God or any other circumstances not within Afar’s reasonable control (each, a “Force Majeure Event”).

11. Privacy and Data Protection

Advertiser shall not append any tracking pixels and/or cookies without the written permission of Afar. If applicable, Advertiser represents and warrants that with respect to the collection, storage, transfer and use of customer data, it shall comply with (i) all governmental laws and regulations, including but not limited to the EU General Data Protection Regulation (“GDPR”), the United Kingdom General Data Protection Regulation, and the California Consumer Privacy Act / California Privacy Rights Act (collectively, “CCPA”), (ii) Afar’s privacy policy (available at https://about.afar.com/privacy-policy), and (iii) generally accepted industry standards. If and to the extent GDPR is applicable, Advertiser will comply with the GDPR as applicable to its role as co-controller as that term is defined in the GDPR.

12. Digital Operations and Data Protections

(a) Definitions. As used in this Section, “Code” means cookies, pixels, clear gifs, web beacons, scripts and other tracking technologies; and “Data” means any data that Advertiser or Agency collects or obtains from the Services, regardless of method or device, that relates to use of the Services, user behavior, or analytics.

(b) Ownership. As between the parties, all Data is and shall remain the exclusive property of Afar. Advertiser and Agency may use the Data only as expressly set forth in the IO and shall destroy all Data upon completion or termination of the applicable campaign, except as expressly required to be retained by applicable law.

(c) Prohibited Uses. Without Afar’s prior written permission, Advertiser and Agency shall not, and shall require their vendors, service providers, subcontractors, agents, and representatives not to: (i) collect or use Data, or place any Code on a user’s computer or device, except as necessary to deliver Advertising Materials and report on campaign delivery; (ii) use, transfer, or distribute Data for purposes of retargeting, behavioral remarketing, building or augmenting audience segments, or any form of syndication that is related to the Services, their content, or their users; (iii) re-identify any anonymized Data, or aggregate Data into databases or audience profiles; (iv) combine Data with third-party data to create new audience profiles, “lookalike” audiences, or any audience product that competes with Afar’s advertising services; (v) label, denote, or otherwise reference Afar or the Services as the source of any Data; (vi) use any artificial intelligence systems, machine learning models, software robots, spiders, crawlers, or other automated or manual data-gathering, analysis, or extraction tools to access, acquire, copy, monitor, scrape, or aggregate the Services or any content, data, or portion thereof; or use the Services or any content thereof to train any artificial intelligence system, machine learning model, large language model, or similar tool; or (vii) circumvent any technology Afar uses to control access to or use of the Services.

(d) Privacy Signals. Advertiser and Agency shall (i) honor and require their vendors to honor users’ “Sale,” “Sharing,” and “Targeted Advertising” (each as defined under applicable law) opt-out signals, including signals received through browser-based or other privacy preference signals required under applicable law; (ii) honor Do Not Track signals; (iii) participate in the Digital Advertising Alliance (DAA) Ad Choices program and honor consumer choices exercised through that program; and (iv) comply with the IAB Global Privacy Platform (GPP) and any successor frameworks, including any Limited Processing Flag transmitted by Afar.

(e) Vendor Flow-Down; Audit. Advertiser and Agency shall ensure that all vendors, service providers, subcontractors, partners, agents and representatives acting on their behalf in connection with the Services comply with the requirements of this Section. Upon at least 15 business days’ prior written notice and during reasonable business hours, Afar shall have the right, no more than once per calendar year, to inspect Advertiser’s and Agency’s policies, procedures, records, and systems to verify compliance with this Section.

13. Custom Content Lead Time

A minimum of 10 days lead time is required for all custom content. All exceptions must be approved by Afar upon signing of the IO. Delayed materials result in delayed content delivery. Timelines will be adjusted based on the date materials are received and Afar has the right to reallocate impressions or extend the campaign to fulfill total campaign impressions.

14. Image Provision; Sourcing Fees

Advertiser must provide images in the proper dimensions and at the required resolution for all custom content. In the event that Advertiser does not provide images, a $75/image sourcing fee will apply for digital campaigns. For print, fees will be determined based on number of issues distributed, type of content, size of image, etc.

15. Representations, Warranties and Indemnification

(a) Representations and Warranties. Advertiser and Agency, on behalf of Advertiser, each represent and warrant that: (i) all Advertising Materials submitted to or for use by Afar are accurate, do not violate any law (including without limitation OBA self-regulatory principles, the Children’s Online Privacy Protection Act (“COPPA”), the Lanham Act, or any applicable advertising codes), are not false, misleading, deceptive, malicious or defamatory, and that all claims contained therein have been adequately substantiated; (ii) the publication, display, performance, distribution, or transmission by Afar of the Advertising Materials in any current or future format or media will not infringe any copyright, trademark, right of publicity, right of privacy, or any other right of any third party; (iii) the Advertising Materials do not contain any viruses, worms, malware, or other code or devices capable of disabling, interfering with, or covertly gathering information from any computer system, software, or user, and do not contain any unauthorized embedded interactive triggers or software that diverts users from the Services; (iv) the products and services advertised in the Advertising Materials comply with all applicable laws and regulations; (v) Advertiser has all rights necessary to grant the licenses set forth in Section 1 (Ad License); and (vi) Advertiser and Agency will collect, store, use, transfer, and discard all Personal Information using adequate security protections; will provide Afar with notice within 72 hours, and otherwise comply with all applicable notification laws, in the event of any unauthorized access to, disclosure of, or other security failure affecting any Personal Information; and will comply with all applicable privacy and data protection laws, including without limitation in connection with any email communications sent in connection with an IO.

(b) Indemnification. Advertiser and Agency, jointly and severally, shall indemnify, defend and hold harmless Afar and its officers, directors, employees, members, contractors, agents, and representatives (collectively, the “Afar Indemnitees”) from and against any and all claims, demands, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (i) any breach or alleged breach by Advertiser or Agency of any representation, warranty, or covenant in these Terms and Conditions or any IO; (ii) the publication, display, performance, distribution, or transmission of any Advertising Materials, including without limitation claims for defamation, copyright or trademark infringement, misappropriation, violation of the Lanham Act, or violation of rights of privacy or publicity; (iii) the loss, theft, use, or misuse of any payment or financial information by Advertiser, Agency, or any third party operating on their behalf; (iv) the products or services promoted, sold, or referenced in the Advertising Materials; or (v) any Custom Program, Event, or other services provided by Afar in connection with an IO, including without limitation claims arising from materials, products (including prizes), or services provided by or on behalf of Advertiser or Agency. Notwithstanding the foregoing, in the event Afar participates in the creation of any Advertising Materials, Afar will indemnify Advertiser solely to the extent expressly agreed to by Afar in writing; and Afar’s contribution to or approval of any Advertising Materials shall not modify Advertiser’s indemnification obligations hereunder.

16. Limitation of Liability

NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, AFAR SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING IN CONNECTION WITH ANY ADVERTISING, CUSTOM PROGRAM, EVENT, IO, THESE TERMS AND CONDITIONS, OR ANY OTHER SERVICES PROVIDED BY AFAR. IN THE EVENT OF ANY CLAIM AGAINST AFAR HEREUNDER, AFAR’S SOLE LIABILITY, AND ADVERTISER’S SOLE REMEDY, SHALL BE LIMITED, AT AFAR’S OPTION, TO (A) PAYMENT OF ACTUAL MONETARY DAMAGES OR (B) AN ADVERTISING CREDIT WITH A RATE-CARD VALUE EQUAL TO THE LESSER OF (1) ACTUAL DAMAGES AND (2) THE AMOUNTS PAID BY ADVERTISER FOR THE SPACE OR SERVICES TO WHICH THE CLAIM RELATES. AFAR SHALL HAVE NO LIABILITY UNLESS ADVERTISER NOTIFIES AFAR IN WRITING, WITH SPECIFIC DETAILS OF THE CLAIM, NO LATER THAN 60 DAYS AFTER (X) THE DATE OF FIRST PUBLICATION OR INTENDED PUBLICATION OF THE MATTER AT ISSUE OR (Y) FOR ANY OTHER CLAIM, THE DATE OF THE ACT OR OMISSION GIVING RISE TO THE CLAIM.

17. Disclaimer of Warranties

AFAR DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. WITHOUT LIMITING THE FOREGOING, AFAR SPECIFICALLY DISCLAIMS ANY WARRANTY (A) THAT ADVERTISER WILL OBTAIN ANY PARTICULAR BENEFIT FROM DISPLAY OF THE ADVERTISING MATERIALS OR RECEIPT OF THE SERVICES; (B) THAT THE ADVERTISING OR OTHER SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED; (C) REGARDING THE POSITIONING OR PLACEMENT OF ADVERTISING WITHIN THE SERVICES; (D) REGARDING THE ACCURACY OF AUDIENCE DATA (INCLUDING DEMOGRAPHIC, REACH, OR ENGAGEMENT DATA); OR (E) WITH RESPECT TO ANY EVENT, REGARDING SPECIFIC LOCATIONS OR THE PARTICIPATION OF ANY SPECIFIC OR SPECIFIC NUMBER OF GUESTS, TALENT, OR ATTENDEES. IN NO EVENT SHALL AFAR HAVE ANY LIABILITY FOR ANY ADVERTISING, CREATIVE, PRINTING, OR ADMINISTRATIVE COSTS.

18. Intellectual Property

All content provided or created for Advertiser as part of Afar’s services hereunder, including but not limited to concepts, works, information, drawings, designs, programs, photographs, videos, or written content (whether developed by Afar or its agents), including all copyrights to the content, is the intellectual property and/or licensed content of Afar (for clarity, such intellectual property does not belong to Advertiser). Unless otherwise provided in writing in the IO, Afar hereby grants to Advertiser a non-exclusive, worldwide, royalty-free license, with rights to sublicense, to use the content in part, entirety, alone, or in collaboration with other content, for a period of two years, digitally on the internet, specifically excluding, but not limited to, print and out-of-home advertising.

19. Notices

Any notice to Afar regarding the breach, modification, or interpretation of these Terms and Conditions or any IO shall be delivered by overnight courier (FedEx or UPS) or certified mail (return receipt requested) to: Afar LLC, Attn: Legal Department, 43 W 21st Street, #4, New York, NY 10010, with a copy by email to [email protected]. Notices to Advertiser or Agency shall be delivered to the addresses indicated in the applicable IO.

20. Entire Agreement

These Terms and Conditions (including all policies linked herein, including without limitation the Afar Privacy Policy at https://about.afar.com/privacy-policy), together with any IO incorporating these Terms and Conditions and any custom content agreement entered into pursuant to Section 3, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior or contemporaneous agreements, representations, and understandings, written or oral. No modification of these Terms and Conditions shall be effected by Afar’s acceptance of any third-party purchase order, shipping form, or other document containing terms or conditions at variance with or in addition to those in these Terms and Conditions, all such varying or additional terms being deemed invalid and not binding on Afar except as expressly agreed to in writing by an officer of Afar. Failure by Afar to enforce any provision shall not be deemed a waiver of such provision.