ADVERTISING TERMS

This Advertising Agreement (the "Agreement") is made and entered into between THM NW LLC d/b/a TheHomeMag Oregon, an Oregon limited liability company (hereinafter referred to as "THM"), and the named advertising company (hereinafter referred to as "Advertiser"). Each may be referred to as a "Party," and collectively with the other, as "Parties" to this Agreement.

Article 1: General

Description of Services. During the term of this Agreement, THM will advertise Advertiser's goods and services in its magazine pursuant to the terms and conditions set forth in this Agreement and in separate agreed upon written terms to which this Agreement is attached (the "Terms"), and which terms are incorporated herein by reference. In the event of a conflict between this Agreement and the Terms, the Terms shall prevail and control.
Duties and Responsibilities.

Delivery of Ad Proofs. THM will provide digital proofs for Advertiser's print or digital advertisement, which will be used for corrections and/or changes only. Digital color is often slightly different than printed ink on paper, and THM cannot guarantee color accuracy.
Approval of Ad Proofs. If Advertiser fails to approve an advertising proof prior to the applicable deadline, THM may deem this to indicate Advertiser's approval, and Advertiser shall continue to be responsible for all payments due under this Agreement. Failure to acknowledge or return any advertising proof will not alter the Advertising Agreement payment terms.
Ad Positioning. THM does not guarantee ad positioning within the magazine, except with a signed and accepted agreement calling for exact page and/or positioning (such agreement to be considered part of this Agreement upon execution), which if available, may be purchased at premium pricing.
No Ad Supplied. Should Advertiser reserve space in any publication and/or digital presence of THM and not supply advertising copy or artwork by the published deadline, THM may, at its discretion, either use Advertiser's prior ad, changing only expiration dates where applicable, or cancel the balance of the Agreement and remove the Advertiser's content from all future publications. Any unpaid balance at such time remains owed and shall be due immediately.
Discretionary Revisions and Refusal of Ads. THM also reserves the right, at its sole discretion, to edit, rewrite, or refuse any copy or art submitted for publication (whether in print or digital) which does not meet THM standards. No Advertiser may improperly use slogans, trademarks, or other intellectual property from another company, current or past, local or otherwise.

Payment. Payment for advertising placed in THM is due and payable prior to publication of the issue in which the advertising is scheduled to appear. Such payments received by THM from Advertiser later than 30 days after the date of publication are deemed late payments. Interest is charged on late payments at a rate of one percent (1.0%) per thirty 30 days after the date such payment is late, or the maximum permitted by law, whichever is less. THM's acceptance of late payment(s) shall not be construed as a waiver of THM's rights relative to any subsequent late payment(s) or any other event of default as set forth in this Agreement. Advertiser shall pay (i) all taxes and other government charges and (ii) reasonable expenses and attorneys' fees THM incurs in collecting late payments.
Rate Adjustments. THM reserves the right to revise advertising rates at any time. Current advertisers will be notified in writing (email and/or mailed letter/notification) thirty (30) days prior to such an adjustment. In the event of a rate increase, Advertiser may cancel the Agreement within that thirty (30)-day period, at no penalty. If no response is received, the first ad published by the Advertiser, after the new rate becomes effective, shall indicate Advertiser's acceptance of these new conditions.
Cancellations. Any In-book or digital Ad cancellations must be in writing (printed, email, or text). Any In-Book Ad cancellation received within a current issue cycle will be honored and accepted for the next immediate issue. Accessory Product cancellations (for items such as DML, Bookmark, and Popout) will not be accepted within forty-five (45) days of the first Issue deadline for that contracted and scheduled product. No cancellations are allowed for multi-Issue Accessory Product print and-hold agreements once the first Issue has been printed.
Errors and Mistakes. THM may, at its discretion, offer a discount or rate reduction for errors and/or mistakes. Any errors or mistakes related to ads published in the magazine must be brought to THM's attention within seven (7) days after the in-home date for the magazine.
Termination. THM reserves the right, at its sole discretion, to terminate this Agreement at any time, for any reason it deems necessary, with no prior notice to Advertiser. THM also reserves the right to refuse service to any person or company for any reason.
Amount Due on Termination. In the event of termination or expiration of this Agreement for any reason by any Party, all amounts due and/or payable by the Advertiser to THM shall survive the termination of this Agreement and such termination shall not limit or inhibit THM's right to seek damages against the Advertiser for the unpaid amounts due to THM on account of this Agreement, and to seek any other remedies which may apply in law or in equity.

Article 2:Intellectual Property Rights and Confidential Information

Ownership of Intellectual Property. THM and Advertiser, respectively, are each owners or have license or other proprietary rights to certain trademarks, trade names, service marks, service names and logos (collectively, "Intellectual Property"). The Parties will retain all such ownership or license or other proprietary rights to their own Intellectual Property. All original material created by THM remains the property of THM and may not be reproduced in any manner. If THM's original material is used by a competitor of THM, both the Advertiser and such competitor may be held responsible and liable for infringing on THMs Intellectual Property.
Grant of License by Advertiser. Unless informed otherwise, Advertiser grants THM full rights to reproduce any advertisement, in whole or in part, and to use such reproduction in any manner, in any market, including but not limited to using it in marketing materials and/or art files made available for use digitally and in all THM locations within or outside Advertiser's print trading zone. Advertiser acknowledges that this permission is granted freely and that no fee will be paid in the event of any use of such advertisement.
Confidential Information. For purposes of this Agreement, "Confidential Information" means all knowledge and trade secrets of either Party gained and utilized by virtue of advertising in TheHomeMag®, any information, records, or data concerning either Party's financial records or finances, technical information, existing and/or contemplated products and services, research and development, sales information, marketing and/or advertising information, development, any information concerning employees, any information concerning subcontractors or independent contractors, customer lists, supplier lists, trade secrets, designs, product formulations, product specifications, software, software design, source code, business processes or procedures, pricing models, pricing lists or structures, policies or procedures, any other proprietary or confidential information, any information that, by its nature, would be considered confidential however recorded or preserved, whether written or oral.
Protection of Confidential Information. During the term of this Agreement and for a period of five (5) years thereafter (including following any termination), the receiving Party agrees to retain in confidence and to refrain from using for the receiving Party's benefit or the benefit of any third Party any and all Confidential Information (a) disclosed to the receiving Party by or on behalf of the disclosing Party; (b) obtained by receiving Party's representatives while visiting the disclosing Party's facilities. These restrictions shall not apply to Confidential Information which (1) is or become public knowledge through no fault of receiving Party or its representatives; (2) is lawfully made available to the receiving Party by an independent third party; (3) is already in the receiving Party's possession at the time of initial receipt from disclosing Party and such prior possession can be properly demonstrated by the receiving Party; or (4) is required by law, regulation, or order of any governmental authority or agency to be disclosed by the receiving Party, provided, however, that the receiving Party shall give the disclosing Party sufficient notice to permit it to seek a protective order or other similar order with respect to such Confidential Information and thereafter the receiving Party shall disclose only the minimum Confidential Information required to be disclosed to comply.
Limitations on Use. Each Party agrees that it will not use the Confidential Information for any purpose other than for performing its obligations under this Agreement. Further each Party agrees to inform its employees, officers, representatives, agents, and subcontractors of the proprietary nature of the Confidential Information under this Agreement. The receiving Party shall be responsible for any breach of this Agreement by such receiving Party's employees, officers, directors, owners, representatives, agents, and subcontractors.

Article 3: Warranties, Indemnification, and Limitation on Liability

Warranties. Advertiser represents and warrants to THM that the Advertiser: (i) has all requisite corporate power and authority to execute, deliver and perform its obligations hereunder; (ii) is duly licensed, authorized or qualified to do business and is in good standing in every jurisdiction in which a license, authorization or qualification is required for the ownership or leasing of its assets or the transaction of business of the character transacted by it, except when the failure to be so licensed, authorized or qualified would not have a material, adverse effect on its ability to fulfill its obligations hereunder; (iii) will comply with all federal, state and local laws and regulations applicable to it in the performance of its obligations hereunder and will obtain all applicable permits and licenses required of it in connection with its obligations hereunder; (iv) will avoid deceptive, misleading or unethical practices that could adversely affect the performance of its obligations under this Agreement or, during the term or at any time thereafter, damage the reputation of THM; (v) has not entered into any agreement with a third Party, the performance of which is reasonably likely to prevent it from performing fully its obligations hereunder. Further, Advertiser represents and warrants to THM that (vi) any and all licenses, permits, bonds, and insurances that are required in Advertiser's business are in full force and effect pursuant to local, state, and federal guidelines, and (vii) all material submitted to THM is art which Advertiser has legal permission to use and that no art or assets submitted is in violation of any law and does not infringe on copyright, trademarks, trade names, patents, or any other intellectual property or privacy rights of any third Party of any type.
Indemnification. Advertiser shall defend, indemnify and hold harmless THM and each of its affiliates, and each of their respective former, current and future direct or indirect holders of any equity, controlling persons, incorporators, directors, officers, publishers, employees, agents, attorneys, members, managers, management companies, representatives, assignees and related persons, and any former, current and future direct or indirect holders of any equity, general or limited partnership or limited liability company interests, controlling persons, incorporators, directors, officers, publishers, employees, agents, attorneys, members, managers, management companies, portfolio companies, general or limited partners, stockholders, representatives, assignees and related persons of any of the foregoing (collectively, the "THM Parties"), from and against any and all damages, costs, losses or liability (including attorneys' fees and related costs), whether or not a third-party claim, suit or proceeding, related to or resulting from (i) any breach (or any claim that, if true, would constitute a breach) of Advertiser's representations, warranties or covenants contained in this Agreement, (ii) any breach or alleged breach of any intellectual property or privacy rights of any third Party, whether or not in connection with the publication of any advertisement of the Advertiser or otherwise, (iii) the content of any advertisement of the Advertiser, (iv) any action of any customer or prospective customer of Advertiser, whether or not such action relates to or arises from the advertisement of the Advertiser, and (v) the operation of Advertiser's business or the goods or services provided by Advertiser in its business. The provisions of this section 3.2 shall survive the termination of this Agreement indefinitely.
Limitation on Liability. UNDER NO CIRCUMSTANCES, INCLUDING ANY INFRINGEMENT CLAIMS, SHALL THM BE LIABLE TO ADVERTISER OR ANY OTHER PARTY FOR ANY COSTS, LOST REVENUE OR PROFITS OR FOR ANY OTHER SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, EVEN IF AS HAS BEEN INFORMED OF SUCH POTENTIAL LOSS OR DAMAGE. IN ANY EVENT, TO THE MAXIMUM EXTENT PERMITTED AT LAW, THM'S AGGREGATE LIABILITY FOR DAMAGES TO THE ADVERTISER FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF ACTION (INCLUDING, BUT NOT LIMITED TO, CONTRACT, TORT, FRAUD, NEGLIGENCE, PRODUCTS LIABILITY AND STRICT LIABILITY), SHALL BE LIMITED TO THE AMOUNT OF NO MORE THAN SIX (6) MONTHS OF PAYMENTS ACTUALLY RECEIVED BY THM FROM THE ADVERTISER PURSUANT TO THIS AGREEMENT.
Failure to Publish. Without limitation of the generality of the foregoing limitation of liability, the sole liability of THM for failure to publish any ad shall be limited to the cost of the advertising space, which if prepaid, will be refunded or traded in for like-kind for future ad space.
Services Provided by THM "As-Is". The services provided by THM are provided "as is" without warranty of any kind, express or implied, including without limitation for non-infringement, satisfactory quality, merchantability and fitness for any purpose. Any use of the services offered by THM is at Advertiser's sole risk. THM does not warrant that the services will be uninterrupted or error free, nor does THM make any warranty as to the performance or any results that may be obtained by use of the services or Product.
Rights Reserved by THM. THM reserves the right to seek remedy, relief, and damages against current and former advertisers that elect to compete, either in full or in part, directly or indirectly, with TheHomeMag®Print and/or Digital products.

Article 4: Miscellaneous

Force Majeure. THM shall not be held liable for any delays in the publishing of digital content or the printing and/or delivery process of printed materials, and subsequently the Advertiser's advertisement, or any failure to perform its obligations hereunder due to causes beyond its control, including but not limited to, acts of God, fire, flood, earthquakes or other catastrophes; strikes, lock-outs, work stoppages or other labor difficulties, denial of service attacks, damage to transmission lines or devices and power failures.
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Oregon without giving effect to principles of conflict of laws.
Venue. Venue for all suits arising pursuant to this Agreement shall lie exclusively in the courts of Washington County, Oregon. By execution and/or adoption of this Agreement, each Party hereby submits to the in personam jurisdiction of all courts of Washington County, Oregon.
Assignment. The Advertiser shall not assign or otherwise transfer any of its rights and obligations under this Agreement, except when expressly permitted to do so by THM's prior, written consent. Notwithstanding any other provision in this Agreement to the contrary, THM shall be free to assign and transfer any and all of its rights and obligations under this Agreement. This Agreement is binding upon and enforceable by each Party's permitted successors and assignees.
Severability. If any one or more provisions of this Agreement or in any instrument or other document delivered pursuant to this Agreement, or the application thereof to any person or circumstance, shall to any extent be invalid or unenforceable, the validity, legality and enforceability of the remainder of this Agreement, or the application of such provision to persons or circumstances other than those as to which it is invalid or unenforceable, shall not be affected or impaired thereby, and each provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law and the Parties shall negotiate in good faith a substantively comparable enforceable provision to replace the unenforceable provision.
Successors and Assigns. This Agreement and all the terms and provisions hereof shall be binding upon and shall inure to the benefit of the Parties and their respective legal representatives, successors and permitted assigns.
Entire Agreement; Amendment. This Agreement constitutes the entire understanding of the Parties with respect to the subject matter hereof and supersedes any and all prior negotiations, understandings and agreements in regard hereto and may be amended only by the unanimous written consent of the Parties.
Certified Partner Terms. Advertiser may apply to become a "Certified Partner" of THM. If accepted as a Certified Partner, then the Certified Partner Terms and Conditions, as such may be amended from time to time (the "CP Terms"), shall also apply to the Advertiser and such CP Terms are hereby incorporated by reference. The CP Terms shall in all respects be subject to the terms contained in this Agreement. In the event of a conflict between this Agreement and the CP Terms, this Agreement shall prevail.
Headings. The captions in this Agreement are inserted for convenience of reference only and shall not affect the construction of this Agreement.
Waiver. No waiver of any of the provisions of this Agreement shall be deemed to or shall constitute a waiver of any other provision hereof (whether or not similar).
Attorney's Fees. In the event any Party brings suit in regard to this Agreement, the prevailing Party shall recover from the non-prevailing Party its reasonable expenses, court costs and attorneys' fees. As used herein, expenses, court costs and attorneys' fees include expenses, court costs and attorneys' fees incurred pre-litigation and in any appellate proceeding.
Counterparts. This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original and all of which shall constitute the same instrument. Counterparts may be delivered via facsimile, electronic mail (including .pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com), or other transmission method and any counterpart so delivered will be deemed to have been duly and validly delivered and be valid and effective for all purposes. If this Agreement is being presented through a digital platform, clicking "I Agree" shall constitute an original signature of the Advertiser, and this Agreement will be deemed to have been duly and validly delivered and be valid and effective for all purposes.

CERTIFIED PARTNER TERMS AND CONDITIONS

Introduction

These Certified Partner Terms and Conditions (the “Terms”) are being issued pursuant to and governed by that certain Advertising Agreement (the “Advertising Agreement”) entered into by between THM MANAGEMENT, LLC d/b/a TheHomeMag, a Florida limited liability company (hereinafter referred to as “TheHomeMag” or “THM”), and the named advertising company (hereinafter referred to as “Advertiser” or “you”). Capitalized terms used but not defined herein are used with the meanings ascribed to them in the Advertising Agreement.

Qualifications

By agreeing to participate in our Certified Partner program, you agree that you will provide to THM all documentation as may be reasonably requested by THM from time to time to show that you are:

Experienced: Advertiser has been in business for at least 3 years.
A verified home improvement business: Advertiser provides relevant services to TheHomeMag’s audience and has a real physical address.
Reputable: In the past 3 years, Advertiser has had no unresolved customer complaints with the Better Business Bureau and has received substantially positive ratings on major review platforms.
Current with their Licenses: Advertiser’s professional licenses are active and up to date.
Insured: Advertiser has proof of current general liability business insurance.

Additionally, you hereby certify and attest as follows:

By signing below or clicking “I Agree” as applicable, you agree, represent and warrant that all of the foregoing are true, correct and accurate in all respects and will remain true, correct and accurate for the duration of your Certified Partner status with THM. Qualification criteria are subject to change at any time, with or without prior notice. You agree that your qualification for the Certified Partner program is subject to periodic review from time to time to ensure standards are maintained. You agree to keep THM informed in the event of any changes with respect to any of the above criteria, and you shall provide written notice of any such change no later than ten (10) business days after the occurrence of any fact or condition that is relevant with respect to the above qualification criteria. Certified Partner status may be granted or revoked at any time at THM’s sole discretion, for any reason or for no reason.

IN THE EVENT THAT THM DETERMINES THAT YOU ARE NOT QUALIFIED TO BE A CERTIFIED PARTNER, THESE TERMS SHALL BE CANCELED AND BECOME NULL AND VOID WITHOUT ANY FURTHER ACTION OR OBLIGATION OF THM. THE CANCELLATION OF THESE TERMS SHALL NOT AFFECT THE ADVERTISING AGREEMENT IN ANY WAY, UNLESS SUCH ADVERTISING AGREEMENT IS TERMINATED IN ACCORDANCE WITH ITS TERMS.

TheHomeMag Code of Ethics for Advertisers

By signing below or clicking “I Agree” as applicable, you agree to abide by the following code of ethics:

Truthful and Accurate Representation: You will provide truthful and accurate information about your products, services and pricing in all your advertisements. Any claims, testimonials or representations will be supported by verifiable evidence, and you will not engage in false or misleading advertising.
Transparency in Pricing: You will clearly and transparently display the pricing of your products and services, including any applicable fees, taxes and charges. Hidden or undisclosed costs will be avoided, ensuring that customers have a clear understanding of the financial aspects of their purchases.
Clear and Understandable Communication: Your advertising materials will use clear, concise, and understandable language to communicate information to your audience. Technical terms and jargon will be explained to ensure that customers can make informed decisions.
Honoring Promotions and Offers: Any promotional offers, discounts, or deals advertised will be honored as presented. You will avoid bait-and-switch tactics and ensure that customers receive the benefits they expect from your promotions.
Respect for Consumer Privacy: You will handle customer information with care and in compliance with relevant data protection laws. Personal information obtained through advertising efforts will be used only for the intended purpose and will not be shared or misused.
Authentic Testimonials and Endorsements: Testimonials and endorsements featured in your advertisements will be genuine and accurately represent the experiences of real customers. Any compensation or incentives given to individuals providing testimonials will be disclosed.
Compliance with Laws and Regulations: Your advertising efforts will comply with all applicable laws, regulations, and industry standards. You will avoid advertising that could be perceived as discriminatory, offensive or inappropriate.
Avoiding Disparagement: You will refrain from making false or disparaging statements about your competitors in your advertising. Your focus will be on highlighting the benefits and features of your products and services, rather than undermining others.
Continuous Improvement: You are committed to continuously reviewing and improving your advertising practices to align with evolving ethical standards and industry norms. Feedback from customers and stakeholders will be valued and used to enhance your advertising efforts.
Commitment to Issue Resolution: You believe in having clear and accessible avenues for customers to lodge complaints or questions. You pledge to work within the THM $2,000 Guarantee program to resolve issues fairly and in a timely manner.

By adhering to this Code of Ethics, you and your business partners demonstrate your dedication to practices that build trust, credibility, and lasting relationships with your customers, while contributing to the positive reputation of the home improvement industry as a whole.

Miscellaneous

NO WARRANTIES. THM MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, AND DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, OR ARISING FROM A COURSE OF PERFORMANCE OR DEALING OR TRADE USAGE. THM HAS NO OBLIGATIONS TO YOU UNDER THESE TERMS OR THE CERTIFIED PARTNER PROGRAM GENERALLY. THM DOES NOT GUARANTEE THAT YOU WOULD BE QUALIFIED AS A CERTIFIED PARTNER EVEN IF YOU MEET ALL OF THE QUALIFICATION CRITERIA OUTLINED IN THESE TERMS. THM RETAINS SOLE DISCRETION ON WHETHER TO APPROVE ADVERTISER AS A CERTIFIED PARTNER, AND MAY REVOKE SUCH CERTIFIED PARTNER STATUS AT ANY TIME.

WAIVER OF CONSEQUENTIAL DAMAGES. IN NO EVENT SHALL THM BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, THIRD PARTY CLAIMS, LOSS OF REVENUES, LOSS OF PROFITS OR LOSS OF SAVINGS EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE FORM IN WHICH ANY ACTION IS BROUGHT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), FUNDAMENTAL BREACH OR OTHERWISE.

NON-TRANSFERABLE. THESE TERMS ARE NON-TRANSFERABLE AND NON-ASSIGNABLE BY THE ADVERTISER. THM MAY ASSIGN THESE TERMS AT ANY TIME.

VENUE AND GOVERNING LAW. VENUE FOR ALL SUITS ARISING PURSUANT TO THESE TERMS SHALL LIE EXCLUSIVELY IN THE COURTS OF LEE COUNTY, FLORIDA, AND YOU HEREBY SUBMIT TO THE EXCLUSIVE IN PERSONAM JURISDICTION OF ALL COURTS OF LEE COUNTY, FLORIDA. THE LAWS OF THE STATE OF FLORIDA WILL APPLY TO ANY DISPUTES PURSUANT TO THESE TERMS, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT OF LAWS.

ADVERTISING AGREEMENT. THESE TERMS ARE SUBJECT TO THE TERMS OF THE ADVERTISING AGREEMENT IN ALL RESPECTS.

Financially solvent: Advertiser is able to meet its obligations to customers.
Free of Material Legal Problems: Advertiser regularly runs background checks on its employees, has no active tax liens, has not had any tax liens in the prior 3 years, has no open litigation cases against it, and has not had any unresolved litigation cases against it in the prior 3 years.
Dedicated: Advertiser will responsibly maintain and display certification in advertising and on its websites as a sign of their commitment to the program, and will notify THM immediately if any changes to its certification qualifications occur.
In Compliance with Ethical Standards: Advertiser is and will continue to be in compliance with TheHomeMag Code of Ethics for Advertisers.