Exhibit 10.15
Confidential Materials omitted and filed separately with
the Securities and Exchange Commission.
Asterisks denote omissions.
WELCOME KIT-TM- SPONSOR AGREEMENT
I. PARTIES
This agreement, including all attachments (the "Agreement"), sets forth the sole
and exclusive terms and conditions governing the relationship between
Xxxxxxxxx.xxx, Inc. ("Sponsor" or "Advertiser") and Targeted Marketing
Solutions, Inc. d/b/a Imagitas ("Imagitas"), regarding Sponsor's participation
in the official United States Postal Service Welcome Kit-TM- (-C- 1998 Targeted
Marketing Solutions, Inc.), as defined below for the product Category (the
"Category") of: Household Furniture.
II. BACKGROUND
Imagitas has developed an innovative and unique program to reach people who have
recently changed residences through distribution of a product called the Welcome
Kit-TM- (the "WK") and, Imagitas owns all copyrights and trademarks associated
with the WK except for copyrights and trademarks contained in Sponsor's
advertisements in the WK.
The WK will contain an information package, including the official Change
Notification Letter from the United States Postal Service ("USPS"); an
InfoFinder which is a variably laser printed letter distributed by Zip Code that
contains local and regional information (including one or more of the following:
emergency numbers, local and state government resources, and advertisers'
move-related messages); and move-related advertiser inserts.
Imagitas will produce the WK and use reasonable commercial efforts to distribute
it in conjunction with the Change Notification Letter mailed to those
individuals and families who have notified the USPS of a recent move, subject to
the terms and conditions of this Agreement.
III. CATEGORY DEFINITION; EXCLUSIVITY
One Category is being solicited for the Welcome Kit; Household Furniture. The
following category rights and product features are included in the solicitation.
A. HOUSEHOLD FURNITURE CATEGORY:
CATEGORY RIGHTS
The exclusive right to advertise Household Furniture, which includes the
following:
- tables, chairs, beds, sofas, china cabinets, desks, dressers,
bureaus, armoires, credenzas, wall units, shelving units,
sideboards, toy chests, lamps, mirrors
The non-exclusive right to advertise the sub-categories listed below are
guaranteed, though potentially shared (other retailers or manufacturers may also
have rights to advertise items in these sub-categories):
- wall decor
- area rugs and other floor coverings
The Household Furniture category EXCLUDES, but not limited to, the
sub-categories listed below:
- Linens (bed, including pillows; and bath)
- Home Accessories (window coverings, kitchenware, tabletop)
- Appliances (large and small kitchen appliances)
- Electronics (TV, VCR, stereo, computers)
- Light fixtures
The conditional right to advertise:
- Mattresses
- Box Springs
(The conditional ability to advertise the sub-categories listed above,
along with other sponsors that may have this conditional right, until
these sub-categories have been awarded to another advertiser in
accordance with the Fair Solicitation Policy. When these conditional
sub-categories are ready to be sold, Sponsor will have an opportunity
to purchase these categories in accordance with the Fair Solicitation
Process).
Competing furniture retailers will not be solicited for other categories. Based
on Imagitas' due diligence, this would exclude any potential sponsors whose core
business is Household Furniture (as defined by the exclusive rights granted in
this solicitation) and that Household Furniture (as defined by the exclusive
rights granted in this solicitation) accounts for 50% or more of their revenue.
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Confidential Materials omitted and filed separately with
the Securities and Exchange Commission.
Asterisks denote omissions.
WK FEATURES:
- A single insert (3.5" x 8")
- One InfoFinder box (black and white logo and black and white
variable data for a national Sponsor (i.e., a Sponsor that is
awarded the entire U.S.).
NOTE: Only one creative execution per print run is possible within a purchased
geography for inserts (currently 12 print runs per year); InfoFinder variable
data can be targeted by Zip Code (Specifications included in Attachments C and
D).
B. EXCLUSIVITY RIGHTS
A Sponsor that elects to participate in the Sponsorship program and that is
awarded the Category(s) shall be entitled to those exclusive rights within that
Category as are specified above in each WK in which Sponsor's advertisement
appears.
C. COOPERATIVE ADVERTISING
Subject to Imagitas' prior written consent, which shall not be unreasonably
withheld, Sponsor shall have the right to include other Household Furniture
manufacturers or retailers as part of its insert that does not conflict with
another Welcome Kit category, as determined by Imagitas.
D. RESEARCH
Subject to its reasonable approval, Imagitas will include a Sponsor question
quarterly in Imagitas monthly Usage and Attitude tracking study.
IV. PURCHASE TERMS AND CONDITIONS
Imagitas hereby agrees to sell to Sponsor, and Sponsor hereby agrees to purchase
from Imagitas advertising space in the WK for the term of this Agreement,
subject to the terms and conditions set forth in this Agreement. Sponsor agrees
to the following purchase terms and conditions:
QUANTITY: Approximately 21,000,000 unduplicated households. Please see
Attachment A for further information concerning households reached by the WK.
TIMING: Beginning approximately November 1, 1999; this date may shift at
Imagitas' discretion.
PAYMENT SCHEDULE: Deposit equaling [**] due with executed Agreement; 25% of the
Estimated Purchase Price due quarterly (every three months) thereafter (Sponsor
deposit will be credited toward last payment).
-3-
Confidential Materials omitted and filed separately with
the Securities and Exchange Commission.
Asterisks denote omissions.
ESTIMATED PURCHASE PRICE: The Estimated Purchase Price shall equal the price bid
per Household multiplied by the estimated number of Households that will be
reached under this Agreement. In the event that Sponsor has bid upon and is
awarded more than one territory or Category, the Estimated Purchase Price will
equal the combined total Estimated Purchase Price for all territories and
Categories awarded.
In addition to the other terms, conditions and limitations set forth herein,
Imagitas' obligation to sell Sponsor the requested advertising space is
conditioned upon receipt by Imagitas of a copy of this Agreement executed by
Sponsor and a deposit as specified above. Imagitas will invoice Sponsor for the
remaining payment or payments 30 days in advance of payment due date.
Final Specifications for the product are included in Attachments C and D of this
Agreement which shall supersedes all other specifications previously stated.
Imagitas reserves the right to amend and supplement the specifications set forth
in Attachment D during the term of this Agreement based upon Imagitas'
reasonable commercial needs.
Sponsor may participate in the WK, as described herein, for one or, if more than
one category is being solicited, for multiple categories. Any competing bids
will be dealt with by Imagitas in a manner consistent with the Fair Solicitation
Policy mandated by the USPS contained in Attachment B of this Agreement.
V. TERM
This Agreement shall terminate (i) on the date which is one (1) year from that
date that Imagitas begins distribution of Sponsor's WKs pursuant to the terms
herein, or (ii) upon thirty (30) days prior written notice from Imagitas due to
termination of Imagitas' agreement with the USPS governing this program or a
material change to such agreement (i.e., a change which would cause a
significant change in the benefits of this agreement to Imagitas).
Upon termination of this Agreement, Sponsor shall be liable to Imagitas for the
actual Purchase Price, which shall equal the Estimated Purchase Price (as
defined above) multiplied by the quotient of the total number of WKs containing
the Sponsor's advertisement distributed to mover residences divided by the total
number of WKs estimated to be distributed hereunder. Notwithstanding the
foregoing, in no event shall the actual Purchase Price paid by Sponsor be
greater than [**] more than the Estimated Purchase Price. Subject to the
limitation set forth in the preceding sentence: (i) if the amount paid to
Imagitas by Sponsor as of the termination date exceeds the Purchase Price owed
by Sponsor, Imagitas shall refund such excess to Sponsor within 45 days after
the termination date and (ii) if the Purchase Price owed by Sponsor exceeds the
amount paid to Imagitas by Sponsor as of the termination date, Sponsor shall pay
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Confidential Materials omitted and filed separately with
the Securities and Exchange Commission.
Asterisks denote omissions.
the balance to Imagitas within 45 days of the termination date. This paragraph
shall not be interpreted to limit in any way Imagitas' rights in the event of a
breach of this Agreement by Sponsor.
Sponsor shall have the right to renew this Agreement for two (2) additional
years at prevailing terms and conditions as specified by Imagitas, by informing
Imagitas of its decision to renew in writing, on or before August 1, 2000.
VI. STANDARD LEGAL TERMS AND CONDITIONS
Sponsor agrees to be bound by the Standard Legal Terms and Conditions
(Attachment A to this Agreement and Incorporated in this Agreement by this
reference).
VII. SPONSOR BID/PARTICIPATION
National Sponsorship Participation: Approximately 21,000,000 HH's (one year)
PURCHASE PRICE COST PER HOUSEHOLD (HH)
/ / Single insert with InfoFinder [**]/HH
----------------------
min. bid $0.126/HH
Once Imagitas receives a signed copy of this Agreement and the required deposit
(via registered mail, overnight delivery, fax (000-000-0000) or hand delivery to
Xxxxx Xxxxx, CFO, Imagitas, 000 Xxx Xxxxxx, Xxxxx 0, Xxxxxx Xxxxx Xxxxx, XX
02464-1440) constituting Sponsor's offer to participate in the WK program for
the specified categories, Imagitas will notify Sponsor whether Imagitas is able
to countersign the Agreement (See Attachment B, "Advertising Fair Solicitation
Policy" for additional information and Sponsor obligations regarding space
availability and the fair solicitation process).
Agreed and Accepted by: Agreed and Accepted by:
Xxxxxxxxx.xxx.Xxx. Targeted Marketing Solutions, Inc.
d/b/a Imagitas
Signature: /s/Xxxxxxx X. XxxXxxxxx Signature: /s/Xxxxx Xxxxxxxx
-------------------------- ---------------------
Name: XXXXXXX X. XXXXXXXXX Name: XXXXX XXXXXXXX
------------------------------ -------------------------
Title: VP MARKETING Title: VICE PRESIDENT, COO
------------------------------ -------------------------
Date: 8/18/99 Date: 8/19/99
------------------------------ -------------------------
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ATTACHMENT A: STANDARD LEGAL TERMS AND CONDITIONS
I. CONFIDENTIALITY
Imagitas agrees not to disclose to third parties, other than its own authorized
agents and representatives on a strict need to know basis, any information or
data provided by Sponsor that is marked or otherwise explicitly designated as
confidential. Sponsor agrees not to disclose to third parties, other than its
authorized agents and representatives on a strict need to know basis, any
information regarding this Agreement, the WK or any aspects of its production
and distribution including, without limitation, economic, competitive, marketing
or business information. Notwithstanding the foregoing, information that is or
becomes publicly available without breach of this Agreement shall not be deemed
confidential. Sponsor further agrees not to promote the WK to the public in any
way without the prior written approval of Imagitas, which approval shall not be
unreasonably withheld.
Each party will submit to the other party, for its prior written approval, which
shall not be unreasonably withheld or delayed, any marketing, advertising, press
releases, and all other promotional materials related to the Welcome Kit that
reference the other Party and/or its trade names, trademarks, and service marks
(the "Materials"). In addition to the approval rights specified in the
proceeding sentence, each party shall solicit and reasonably consider the views
of the other Party in designing and implementing such Materials. Once approved,
the Materials may be used by either the Sponsor or Imagitas for the purpose of
promoting the program and re-used for such purpose until such approval is
withdrawn with reasonable prior notice.
Neither party to this Agreement shall be entitled to obtain access from the USPS
to the names of movers who are to receive or have received the WK.
II. RESTRICTIONS
Neither party may assign any of its rights under this Agreement without the
prior written approval of the other party. Sponsor acknowledges that it has read
and hereby agrees to be bound by the policies, standards, specifications, due
dates and other requirements (collectively, the "Rules") set forth herein and in
the Attachments to this Agreement, as amended or supplemented in writing from
time to time by Imagitas. Sponsor agrees that (i) Imagitas shall have the right
to reject any advertisement that does not comply with the Rules, and (ii)
Sponsor is not entitled to any refund or order cancellation if it is unable to
use any portion of its advertising space due to its failure to timely submit
advertisements and data in compliance with the Rules.
-6-
III. INDEMNIFICATION
Imagitas agrees to indemnify, hold harmless and defined both the USPS and
Sponsor, their officers, directors, agents, employees and authorized
representatives from and against any and all damages, loss, cost, liability,
expense, claims, demands, causes of action and judgments, arising from: (1) the
negligence or willful misconduct of Imagitas; or (2) Imagitas' breach of any
representation or warranty contained in this Agreement.
Sponsor agrees to indemnify, hold harmless and defined both the USPS and
Imagitas, their officers, directors, agents, employees, affiliates and
authorized representatives, from and against any and all damages, loss, costs,
liability, expense (including reasonable attorney's fees and costs), claims,
demands, causes of action and judgments, arising from or relating to: (1)
Sponsor's advertisement or promotion of any product or service in the WK; (2)
Sponsor's breach of any representation or warranty contained in this Agreement;
or (3) Sponsor's participation in the WK program, including, without limitation,
any claims of false or misleading advertising, unfair competition, copyright
violation, trademark infringement or dilution, libel or slander, invasion of
privacy/publicity and product liability (including both product liability claims
relating to delivery and/or recall of Sponsor's products to consumers or any
other product liability claim related to Sponsor's participation in the WK
program).
IV. REPRESENTATIONS, WARRANTIES AND DISCLAIMERS
Sponsor hereby represents and warrants to Imagitas that Sponsor has the full
power to enter into this Agreement; that all corporate actions and approvals
have been taken which are necessary to make this Agreement as binding and
enforceable obligation of Sponsor; and that Sponsor's execution, delivery and
performance of this Agreement is not in conflict with, and will not cause an
event of default under any agreement or instrument to which Sponsor is bound.
Sponsor further represents and warrants that any materials or data that Sponsor
provides to Imagitas for inclusion it the advertising space purchased by Sponsor
shall be material that Sponsor has the full right to publish/include and have
published/included in the WK, and Imagitas' publishing of such material shall
not constitute an infringement of any other party's personal or propriety
rights, including, but not limited to, any rights under patent, copyright and
trademark laws and any rights of privacy or publicity. No materials provided by
Sponsor for inclusion in the WK shall be in violation of any law, rule or
regulation. To the extent that any Sponsor materials are factual in nature, such
materials will be factually accurate; to the extent that Sponsor makes any
promises or representations in its materials, Sponsor will fully perform such
promises and representations.
Imagitas hereby represents and warrants to Sponsor that Imagitas has the full
power to enter into this Agreement; that all corporate actions and approvals
have been taken which are necessary to make this Agreement a binding and
enforceable obligation of Imagitas,; that by entering into this Agreement
Imagitas is not in default of any obligation to any third party; and that
Imagitas' execution, delivery and performance of this Agreement is not in
conflict with and will not cause an event of default under any
-7-
agreement or instrument to which Imagitas is bound. Imagitas further represents
and warrants that it has an agreement with the USPS pursuant to which Imagitas
has the right to administer the WK program as set forth in this Agreement.
Unless otherwise explicitly stated in this Agreement, Imagitas disclaims all
warranties, whether express or implied, written or oral, with respect in any
goods or services to be provided hereunder or any component or part thereof,
including any implied warranty or merchantability or fitness for a particular
purpose.
V. ARBITRATION
Any claim, controversy, or dispute ("dispute") arising out of or relating to
this Agreement or any aspect whatsoever of the relationship between Sponsor and
Imagitas shall be settled by binding arbitration before the American Arbitration
Association ("AAA") in accordance with its then prevailing Commercial
Arbitration Rules. The arbitration shall take place at the AAA offices in New
York City before a single arbitrator chosen pursuant to normal AAA procedures.
Arbitration is the sole and exclusive method by which any dispute arising out of
or relating to this Agreement or any aspect whatsoever of the relationship
between Sponsor and Imagitas may be resolved. In any such arbitration, all
disputes between Sponsor and Imagitas arising out of or relating to this
Agreement, will be resolved in accordance with the law of the State of New York,
without regard to its conflicts of law principles. The arbitrator is not
authorized to award exemplary or punitive damages. Without limiting any other
indemnity obligation set forth herein, Sponsor specifically agrees that it will
indemnify Imagitas for all costs and expenses (including attorney's fees and
expenses) arising from Sponsor's breach of this paragraph.
VI. LIMITATION OF LIABILITY
In no event will either Imagitas or the USPS, their officers, directors,
affiliates, employees, representatives, agents or shareholders be liable (either
in contract, warranty, tort or otherwise) to Sponsor or any of its officers,
directors, affiliates, employees, representatives or shareholders for any
consequential, incidental or indirect damages, including cost, profits, costs
savings or for any exemplary or punitive damages.
VII. EXPLANATION OF HOUSEHOLDS REACHED
Imagitas agrees to use reasonable commercial efforts to send on WK per new mover
household ("Household") for permanent moves in a Zip Code range (the "Range"),
determined by Imagitas and the USPS subject to the following: (1) a Household
shall be defined as a single dwelling unit ("SDU") or multi-dwelling unit
("MDU") that has a street, rural route, or apartment address but shall exclude,
without limitation, temporary moves, post office box addresses, business
addresses and addresses in U.S. territories; (2) the WK will only be mailed to
Households that have filed a change of address card with the USPS; (3) the WK
will be mailed to Households within three (3) days of the date of transmission
of the change of address information from the USPS to the WK printer; (4) the
zip codes
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reached under the WK program shall consist of more than a majority of
residential U.S. Zip Codes (as determined by the USPS) in the Range but will
exclude certain Zip Codes in the Range; and (5) neither Imagitas nor the USPS
makes any representation, warranty or guarantee as to whether or when Households
may chose to file a change of address card with the USPS or whether a household
is owned or rented by the occupant.
VIII. MISCELLANEOUS
Paragraph headings contained herein are solely for the purpose of aiding the
reader and are not in any sense to be given weight in the construction of this
Agreement. This Agreement (including the attached letter and all other
Attachments hereto) constitutes the entire Agreement between the parties hereof
and, except as explicitly set forth herein, may not be changed or modified
except by a writing signed by the party or parties to be charged thereby. The
failure of Imagitas to enforce or the delay by Imagitas in enforcing rights
hereunder shall not be deemed a continuing waiver or modification of this
Agreement. In the event that any term or provision of this Agreement shall be
held invalid, illegal or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other term or provision
hereof, and the parties agree thereafter to use their best efforts to substitute
a provision of similar economic intent and effect.
This Agreement may be executed in two or more counterparts, each of which shall
be deemed to be an original but all of which together shall constitute one and
the same instrument.
The terms and conditions contained in Section I (Confidentiality), Section III
(Indemnification), Section IV (Representations, Warranties and Disclaims),
Section V (Arbitration), Section VI (Limitation of Liability) and Section IX
(Miscellaneous), as well as all payment obligations of Sponsor contained herein
shall survive and remain fully enforceable upon termination of this Agreement.
The parties agree that neither party nor the USPS will be liable in any manner
whatsoever for acts of God, fires, strikes, accidents or other occurrences
beyond their control (whether like or unlike any of those enumerated herein)
which prevent either party and/or the USPS from partially or completely
producing, publishing or distributing the WK.
-9-
ATTACHMENT B: ADVERTISING FAIR SOLICITATION POLICY
Advertising Fair Solicitation Start Date: August 3, 1999
Advertising Fair Solicitation End Date: August 16, 9999 - 5:30 p.m. Eastern Time
PROCESS FOR FAIR TREATMENT OF POTENTIAL SPONSORS
Imagitas is offering category exclusivity for the Category(s) specified in this
Agreement (the "Category(s)") to advertisers that purchase space in the WK.
Sponsor and other competing companies are being offered the opportunity to
participate in the WK for the Category(s) according to the process for fair
treatment of potential Sponsors, as described below:
Imagitas shall undertake reasonable commercial efforts to ensure that all
companies offering services in the Category(s) and have national distribution or
substantial regional distribution will be sent written notification on the same
day and by the same method (the "Fair Start Date") of the program description
and the opportunity to secure category exclusive advertising space in the WK.
The companies will then have ten (10) days from the Fair Start Date (the
"Response Period") in which to offer to purchase space in the WK for the
purchase price described in the Sponsor Agreement ("Purchase Price") by
returning to Imagitas an executed copy of the Sponsor Agreement and a deposit as
specified in the Sponsor Agreement (the "deposit").
ONE ADVERTISING RESPONSE WITHIN THE RESPONSE PERIOD
Should only one advertise in the Category(s) provide Imagitas with an executed
copy of the Sponsor Agreement and the deposit within the Response Period, that
advertiser will secure the advertising space for the term of the Sponsor
Agreement (category exclusivity is offered only in those WKs containing the
advertiser's message).
NO RESPONSE AFTER THE RESPONSIVE PERIOD
Should no advertiser move to secure the advertising space in the Category(s)
during the Response Period, Imagitas is free to accept any bid or all bids
received after the Response Period. Imagitas reserves the right, however, to
move to a Tie Breaking Process (described below) if, after the Response Period,
two or more companies provide Imagitas with the Sponsor Agreement and the
deposit for participation at the same level on the same business day.
MULTIPLE ADVERTISER RESPONSE WITHIN THE RESPONSE PERIOD
In the event that Imagitas receives an executed copy of the Sponsor Agreement
from two or more potential advertisers for the Category(s) within the Response
Period and Imagitas determines in its sole discretion that each such Sponsor
Agreement is of the same approximate value, then the Category(s)
-10-
will move to the Tie Breaking Process described below and all potential
advertisers that provided Imagitas with signed Sponsor Agreements and deposits
shall be permitted to participate in the Tie Breaking Process. In determining
value, Imagitas may consider any changes made to the Sponsor Agreement - whether
such changes are made to economic, business or legal terms - as reducing the
value of such Agreement.
TIE BREAKING PROCESS
In the event that the procedures set forth above require that companies
participate in the Tie Breaking Process described herein, and Imagitas
determines that it is unable to redefine the Category(s) so as to avoid conflict
between the advertisers, Imagitas will send such companies a notice ("Tie
Breaking Notice"), which will state that such companies shall have five (5)
business days from receipt of Tie Breaking Notice to deliver to Imagitas an
Agreement selecting participation in the WK at a value greater than that
specified in such company's previously executed Sponsor Agreement. The company
whose bid provides the greatest value as determined by Imagitas in its sole
discretion shall be awarded the Category(s). If no company submits a bird or if
the Tie Breaking Process results in another tie, then Imagitas shall be free to
go on to subsequent rounds as necessary, or accept any current or previous
offer. Sponsor acknowledges that any bid or offers previously made shall
constitute irrevocable offers to purchase space in the amount and at the price
specified therein until a company is awarded the Category(s).
Notwithstanding any of the foregoing, Imagitas reserves the absolute right to
reject at any time any executed Sponsor Agreement that has been altered or
amended by Sponsor to request that an executed Sponsor Agreement be resubmitted
without alterations.
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ATTACHMENT C: UNITED STATES POSTAL SERVICE WELCOME KIT-TM- ("WK")
ADVERTISING AND COPY STANDARDS
ADVERTISING STANDARDS: All advertising copy and products or services are subject
to review by Imagitas and the USPS. Specific requirements contained herein have
been developed and must be met by all advertisers. These include truthfulness,
safety, efficacy and financial responsibility.
It is not encouraged for any WK Advertiser to make any claims against
competitors in advertising placed in the WK. Advertisers are prohibited from
making any references that disparage other companies or providers of
moving-related products and services, regardless of whether such companies are
advertising in the WK.
COPY REGULATIONS:
1) Imagitas will not accept advertising for the WK that features non-moving
related products or services as defined by Imagitas. Furthermore, advertising
creative must clearly reflect the moving-related benefit. Copy should not use
the term "new move" to describe the Postal customer receiving this mailing.
Further, neither Imagitas nor any advertising sponsor has access to names and
address of the Postal Service's moving customers, and these programs must not be
confused with industry "new mover" programs that distribute solicitations to
compiled lists.
Testimonials and endorsements should be used only if they are: (1) authorized by
the person(s) quoted; (2) genuine and related to the experience of the person
who has given them both the time date and at the time of promotion; and (3) nor
taken out of context so as to distort the endorser's opinion or experience with
the product or service.
The use of sweepstakes as part of a sponsor's promotional offer is prohibited.
Sweepstakes promotions are currently under scrutiny by the US Congress and there
is legislation pending that would require copy notifications on the external
envelope of any sweepstakes mailing. Sweepstakes offers will not be approved.
2) Advertising will not be accepted that includes editorial or graphics for
products or services outside of the category secured by Sponsor as defined in
the body of the Agreement unless Sponsor receives written approval from
Imagitas.
3) The Advertiser represents and warrants that it will not use the names or
logos of the USPS in their WK advertisement or other promotional or
informational material for the advertised product or service without the express
written consent of the USPS. USPS Express Mail-Registered Trademark- and
Priority Mail-Registered Trademark- services are exceptions to this policy.
Advertisers offering expedited delivery of any materials or
-12-
products are encouraged to use either of these USPS delivery vehicles and should
either service be offered through the advertisement, use of the Express Mail and
Priority Mail logs will be authorized.
4) Any form(s) included in the WK for the purpose of address collection or any
addresses portrayed in Sponsor's advertisements must adhere to the ADDRESS
STANDARDIZATION REQUIREMENTS in Attachment D.
5) All advertisements must be submitted to Imagitas for pre-approval at least 45
days prior to the start date of distribution under the program. Sponsor hears
complete and total responsibility for ensuring any proposed advertisements sent
are received by Imagitas. Failure to meet specified advertising submission
deadlines may result in missing insertion. Imagitas is not responsible for
failure to meet deadline(s) and no refunds will be made. Sponsor must provide
Imagitas with a color comp of its advertisement 5 days prior to the Final Film
Date.
6) It is expected that all advertising materials (and, if applicable, data)
submitted to Imagitas be before scheduled deadlines, 100% accurate in content
and per specifications. In the event errors exist in submitted materials and
revisions are required, Imagitas assumes no responsibility for revisions.
Accordingly, Sponsor agrees and acknowledges that in no event will Imagitas be
liable to Sponsor in any manner or for any form of damages, whether direct or
indirect, for any revisions or modifications in submitted materials for the
creation of new materials that are authorized by Sponsor or required per
specifications, regardless of whether such revisions/new materials are made in
whole or in part by Sponsor or Imagitas. Without limiting any other indemnity
obligation of Sponsor, Sponsor further agrees that it shall indemnify, defend
and hold harmless Imagitas and its agents against any claims, damages or
expenses (including reasonable attorney's fees) arising from or relating to
revisions of submitted materials/creation of new materials pursuant to this
paragraph.
7) All advertising must be clearly identified by the trade name, trademark or
signature of the advertiser.
8) Words such as "advertisement" will be placed with copy which is Imagitas'
opinion resembles editorial matter.
9) Advertisers are encouraged to have lengthy expiration dates on their
product/service offers; minimum expiration date is nine (9) months from print
run, twelve (12) months or more is encouraged.
10) In the event of any conflict or dispute of any kind regarding category
definition or any conflict of any kind as to the scope of an exclusivity right,
Imagitas shall have the right to make the final determination in its sole
discretion.
11) Sponsor agrees to conform to the specification guidelines determined by
Imagitas as contained in this Agreement and its Attachments. Sponsor
acknowledges that in the event it fails to conform to
-13-
the specifications or due date mandated by Imagitas, Imagitas may not be able to
perform in whole or in part under this Agreement. Sponsor further acknowledges
that Sponsor shall not be entitled to any reduction in purchase price or any
remedy whatsoever if Imagitas' performance under this Agreement is deficient in
any manner due to Sponsor's failure to conform to those specifications or due
dates, including, but not limited to, if applicable, inaccuracies in the data
provided by the Sponsor.
12) Imagitas reserves the right to reject at any time, advertising for any
reasonable reason (such as, but not limited to, advertisements that conflict in
any way with a goal, product, or policy of the USPS, conflict with another
advertiser's exclusive rights, or do not meet the Advertising and Copy Standards
set forth herein and as interpreted by Imagitas).
13) Film (and, if applicable, data) is due 45 days prior to start date of
program for all advertising ("Final Film Date").
-14-
ATTACHMENT D: DATA AND PRINT SPECIFICATIONS
FAILURE TO CONFORM TO SPECS
Sponsor acknowledges that in the event it fails to conform to these
specifications, Imagitas may not be able to perform in whole or in part under
this Agreement. Sponsor further acknowledges that Sponsor shall not be entitled
to any reduction in Purchase Price or any remedy whatsoever if Imagitas'
performance under this Agreement is deficient in any manner due to Sponsor's
failure to conform to these specifications, including, but not limited to, if
applicable, inaccuracies in the data provided by the Sponsor.
SHIPPING INSTRUCTIONS:
Send all advertising materials to: Xxxxx Xxxxx
Print Manager
Imagitas
000 Xxx Xx, Xxxxx 0
Xxxxxx Xxxxx Xxxxx, XX 00000-0000
(000) 000-0000 Ext. 1276
(000) 000-0000 (fax)
(If applicable)
Send all data materials to: Xxx X'Xxxx
Imagitas
000 Xxx Xx., Xxxxx 0
Xxxxxx Xxxxx Xxxxx, XX 00000-0000
(000) 000-0000 Ex. 1212
(000) 000-0000 (fax)
Final specifications shall be provided in a separate letter forwarded to Sponsor
by Imagitas in conjunction with this Agreement. Such specifications shall be
deemed incorporated into this Agreement by this reference. These specifications
are subject to change based on Imagitas' reasonable commercial needs. Imagitas
also reserves the right to change the dates and/or number of print runs
specified based upon reasonable commercial needs. Please contact Xxxxx Xxxxx for
current specifications.
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