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ADVERTISING TERMS AND CONDITIONS Download the document of the terms and the conditions in the PDF format https://solutionsmedia.cbcrc.ca/Documents/cbc_advertising_terms_and_conditions.pdfADVERTISING TERMS AND CONDITIONSBy purchasing Campaigns from CBC, Advertiser agrees that these terms and conditions ("Terms and Conditions") apply to the exclusion of all other agreements unless otherwise agreed in writing by CBC.1. Definitions For the purposes of this Contract, the term:  1.1."Ad" means an advertisement, including without limitation a television commercial and Internet advertising such as an online banner, box advertisement and a pre-roll.  1.2."Advertiser" means the person, corporation, other entity and/or Agency whose goods and/or services are broadcast, advertised and/or promoted in connection with the Campaign.  1.3."Agency" means Advertiser's agent, including without limitation the advertising agency representing Advertiser.  1.4."Agreement" means, individually and collectively, these Terms and Conditions, the Letter of Agreement (if applicable), and the Order Confirmation (if applicable).  1.5."Advertiser Property" means, individually and collectively, the symbols, trademarks, design marks, trade names, corporate names, logos, copyrights and any other intellectual properties, including without limitation, goods and services, and/or Ads owned by Advertiser in connection with Advertiser's goods and services.  1.6."Campaign" means, individually and collectively, Ads, Contests, Public Events, Product Integration, Co-Branded Content, title sponsorships and any other related element that CBC agrees to produce or to co-produce, or to authorize third parties to produce, broadcast, advertise and/or promote on or in connection with its English and/or French services and/or its authorized distribution platforms.  1.7."CBC Property" means, individually and collectively, the Campaign (excluding Advertiser Property) and/or the Program and/or other content created by CBC, related symbols, trademarks, design marks, trade names, corporate names, logos, copyrights, URLs, research and any other intellectual properties, including without limitation goods and services, owned or controlled by CBC. CBC Property includes Composite Logos, Co-Branded Content and Ads produced by CBC.  1.8."Co-Branded Content" means, individually and collectively, Campaigns and any other related content which incorporates CBC Property together with Advertiser Property.  1.9."Composite Logo" means any symbols, trademarks, design marks, trade names, corporate names, logos and any other intellectual properties, incorporating CBC Property and Advertiser Property in connection with a Program and/or Campaign.  1.10."Contest" means any contest, game or lottery that may involve participation by any third parties and may involve providing a prize.  1.11."Contra" means a barter or exchange of goods and/or services.  1.12."Letter of Agreement" means the agreement between CBC and Advertiser and/or Agency confirming the business details of the applicable Campaign.  1.13."Order Confirmation" (or "Insertion Order", used interchangeably) means the document presented to Advertiser upon receipt of a request by Advertiser confirming the business details of the applicable Campaign.  1.14."Product Integration" means, individually and collectively, the incorporation of Advertiser Property into a Program on or in connection with CBC's English and/or French services and/or CBC's authorized distribution platforms.  1.15."Program" means the television and/or online program relating to the applicable Campaign.  1.16."Public Event" means any event that some or any members of the public are permitted to attend, all related events and activities, media access, collection and dissemination of all information, production and broadcast, as organized by CBC in its sole discretion or in partnership with a third party.  1.17."Program Producer" means a third party producer of a Program.  1.18."Program Producer Property" means, individually and collectively, the symbols, trademarks, design marks, trade names, corporate names, logos, copyrights and any other intellectual properties, including without limitation, goods and services, and/or Ads owned by Program Producer.2. Payment  2.1.CBC will invoice Advertiser on a monthly basis.  2.2.Advertiser will pay the invoice plus applicable taxes upon receipt of the invoice.  2.3.Interest of 18% per annum, calculated and compounded monthly, will be charged on all amounts unpaid after 30 days of receipt of the invoice. Interest on the overdue amounts will be payable from the date of the invoice.  2.4.If Advertiser fails to pay any invoice within 30 days, CBC may terminate the Agreement without prejudice to any claims that CBC may have against Advertiser. If CBC terminates the Agreement pursuant to this section, Advertiser will pay, and CBC will be entitled to recover as liquidated damages, the total of all amounts due and to become due pursuant to the Agreement.3. Ads  3.1.Advertiser hereby authorizes CBC to use and to authorize the use of Ads owned or supplied by Advertiser and further detailed in the Letter of Agreement and/or Order Confirmation.  3.2.Advertiser will submit all Ads and scheduling instructions to CBC not later than one week before the anticipated broadcast date. Failure by Advertiser to submit any Ad by the deadline will relieve CBC from any obligation with respect to such Ad but will not relieve Advertiser from its obligation to pay the amounts under the Agreement.  3.3.If CBC informs Advertiser that an Ad is not approved in accordance with this Agreement, Advertiser will submit a substitute Ad by the deadline indicated by CBC.  3.4.For Ads involving Internet advertising, the standard Interactive Advertising Bureau (IAB) of Canada Terms and Conditions available athttp://iabcanada.com/files/IAB-Canada-Terms-Conditions-2013.pdf apply to this Agreement, except as follows:3.4.1.Section I, CPA Deliverables and definition: deleted.3.4.2.Section II, paragraph a, subsection e: deleted.3.4.3.Section III, paragraph a: deleted and replaced with: "Compliance with IO. Media Company will comply with the IO, including all Ad placement restrictions, and will create a reasonably balanced delivery schedule. Media Company will provide, within the scope of the IO, an Ad to the Site specified on the IO when such Site is visited by an Internet user. Any exceptions to this will be approved by the Advertiser or Agency, as applicable, in writing, such approval not to be unreasonably withheld or delayed."3.4.4.Section IV: deleted.3.4.5.Section V, paragraph a and c: deleted.3.4.6.Section VII: deleted.3.4.7.Section IX: deleted.3.4.8.Section X, paragraph c: deleted and replaced with: "On receipt of Advertising Materials provided by Advertiser or Agency, as applicable, Media Company will use commercially reasonable efforts to notify Advertiser or Agency, as applicable, of non-compliance with Specifications Policy, and will notify Advertiser or Agency, as applicable, of any changes required as a result of testing. Advertising Materials that require adjustments are still subject to all late Creative timelines and provisions."3.4.9.Section XI: deleted.3.4.10.Section XII: deleted.3.4.11.Section XIII: deleted.3.4.12.Section XIV, paragraph a: deleted and replaced with: "Media Company will track delivery through its own ad server and billing for campaigns will be based off of Media Company's ad server numbers unless the Media Company expressly agrees in writing to bill off of Agency's Third Party Ad Server numbers in the IO. Agency may also wish to track delivery through its proprietary or subcontracted Third Party Ad Server whose identity is set forth in the IO. Agency must disclose all Third Party Ad Servers being used by it for the campaign. Agency may not substitute the Third Party Ad Server specified in the IO without Media Company's consent. Agency and Media Company agree to give reciprocal access to relevant and non-proprietary statistics from both Media Company's ad server and Third Party Ad Server, as applicable, or if such is not available, provide reports on a mutually agreed upon schedule for the Campaign. If the access provided to Media Company is derived or not working, or if Agency fails to deliver the reports required above, Media Company may choose to bill off of its ad server or cancel the campaign with no penalty to Media Company or its partners. In the event that the Media Company's ad server measurements are higher or lower than those produced by the Agency's Third Party Ad Server by more than 10% over the invoice period, Agency will facilitate a reconciliation effort between Media Company and Third Party Ad Server. If the discrepancy cannot be resolved by both parties and Agency has made a good faith effort to facilitate the reconciliation effort, the Advertiser's or Agency's Third Party Ad Server measurement will be used with a maximum adjustment of 10%. (NOTE: Discrepancies may be increased with the use of data verification companies; ensure this is understood by all parties upon drafting the IO.) The 10% discrepancy is applicable to each individual line item in the IO. All tags should correspond back to the line items in the IO. Section XIV, paragraph d: Replace all references to "72 hours" and "24 hours" with "2 business days". 3.4.13.Section XV: deleted.4. Makegoods  4.1.Unless otherwise indicated in the Order Confirmation or Letter of Agreement, the audience guarantees for Ads on television are 90%. If less than a guaranteed amount is achieved, compensation will be provided through additional media weight in a schedule to be negotiated in good faith. The audience measurements used for the purposes of this guarantee will be in accordance with accepted industry standard practices or as indicated in the Order Confirmation or Letter of Agreement.  4.2.In the event that CBC does not deliver a material element of a Campaign set out in the Order Confirmation or Letter of Agreement, CBC will make good on such failure by delivering a comparable substitution for such material element in its sole discretion. If a makegood is not possible, and provided that the non-delivery was not caused by an act or default of Advertiser, CBC will credit Advertiser's account for the applicable material element of a Campaign which will be Advertiser's sole remedy.5. Production  5.1.Unless stated otherwise in the Letter of Agreement and/or Order Confirmation, any Campaign or content produced by CBC will become CBC Property and Advertiser may not use the Ad or content on any third Party platform, including without limitation Advertiser's platforms. Notwithstanding the foregoing, Advertiser will remain responsible for compliance with section 12.1.  5.2.For Campaigns produced solely by CBC, CBC represents and warrants that for the duration of the Campaign and for the Territory and platforms specified in the Letter of Agreement, it will have obtained all applicable permissions and/or clearances required by law for all content excluding Advertiser Property or will have notified Advertiser that such permissions and/or clearances need to be obtained.  5.3.For Campaigns produced by Advertiser, Program Producer, or any other third party, Advertiser will have obtained all applicable permissions and/or clearances required by law and will have entered into all necessary agreements.6. Contests  6.1.If the Campaign includes a Contest, this section applies.  6.2.CBC will run and control the Contest and the related Campaign. CBC will prepare and administer all aspects of the Contest, including without limitation, drafting the Contest rules and releases, and Contest fulfillment (e.g. prizing).  6.3.As CBC is a federal Crown corporation, its Contests are national in scope and all Canadian residents will be eligible to enter. CBC is not subject to the jurisdiction of the Régie des alcools, des courses et des jeux (Régie) in Québec for Contests relating to CBC programming, and will not register any Contest with the Régie. Advertiser represents and warrants that it will not register the Contest with the Régie or any other person or entity.7. Product Integration  7.1.If the Campaign includes Product Integration, this section applies.  7.2.The details of the Product Integration will be developed by CBC (and if applicable the Program Producer of the Program). Industry best practices and any applicable CRTC guidelines will guide Product Integration. CBC will provide Advertiser with the applicable Program script or integration concept description to review prior to filming. CBC will retain final approval on all Product Integration. Advertiser will be responsible for providing the applicable Advertiser Property for Product Integration. At CBC's option, Advertiser and CBC (and if applicable the Program Producer) agree to enter into a separate agreement regarding the details of the Product Integration, the details of which will be negotiated in good faith. This additional agreement will also contain such other terms and conditions, representations, warranties, indemnities, limitations of liability and termination rights as are customary in agreements of this nature.  7.3.Notwithstanding anything to the contrary, CBC (or the Program Producer if applicable) is under no obligation to exploit the Product Integration. For the avoidance of doubt, if CBC (or the Program Producer if applicable) does not believe that Product Integration is feasible or appropriate for the applicable Program, CBC (or the Program Producer if applicable) may cancel the Product Integration (or, for clarity, element(s) of the Product Integration). In the event of such cancellation, the Parties agree that Advertiser will not be obligated to pay for the applicable element of the Product Integration, unless such cancellation is the direct result of the failure of Advertiser to provide Advertiser Property or approvals in a timely manner. CBC, acting reasonably, will determine the value of the applicable element of the Product Integration in question. Notwithstanding any cancellation of the Product Integration (or, for clarity, the applicable element(s) of the Product Integration), the Parties agree that Advertiser Property may continue to appear in the applicable Program, and in such event, the applicable grant of rights, indemnities, representations and warranties will survive.8. Public Event  8.1.If the Campaign includes a Public Event, this section applies.  8.2.CBC will control all aspects of the Public Event in its sole discretion. The Public Event will be subject to CBC rules and policies.  8.3.Advertiser will pay for and maintain the following insurance coverages including applicable deductibles in connection with the Public Event:8.3.1.commercial general liability insurance on an occurrence basis covering bodily injury, property damage, contractual liability, personal and advertising injury and products and completed operations liability, in a minimum amount of $5,000,000 combined single limit; and8.3.2.automobile liability insurance, including bodily injury and property damage, in a minimum amount of $2,000,000 combined single limit.  8.4.Such certificates and policies will:8.4.1.be proved by insurers having current A.M. best ratings of no less than A-VII;8.4.2.remain in full force and effect during the Campaign and until all applicable statutes of limitations have expired;8.4.3.include each of the other Parties and their respective affiliates, owners, directors, governors, officers, partners, partnerships, principals, employees, members, agents, successors and assigns as additional insureds;8.4.4.provide that the insurer waives its rights of recovery against such additional insureds as if such person or entity were the only person or entity covered thereby (it being understood that the coverage limits will apply to all named and additional insureds collectively).8.4.5.evidence proof of coverage, and delivery of such to CBC may be required either prior to or following execution of this Agreement.9. Contra  9.1.If the Campaign includes contra, this section applies.  9.2.Advertiser will provide CBC with the goods and/or services detailed in the Letter of Agreement and in exchange CBC will provide Advertiser with Ad placements detailed in the Letter of Agreement. The full contra value being exchanged will be the amount indicated in the Letter of Agreement.  9.3.CBC and Advertiser agree that they will retain, for income tax and GST