Terms of Sale

Bobit Business Media, Inc.
Terms of Sale for B2X Media Advertising

Effective Date: March 19, 2025

These standard terms and conditions (referred to as the “Terms of Sale”, or “Terms and Conditions”, or as the “T&Cs”) are entered into between Bobit Business Media Inc. (“BBM”) and the Advertiser (referred to as the Advertiser, Customer, or Marketer), and the Advertiser referenced on the corresponding BBM sales insertion order (the “Insertion Order” or “I/O”). These Terms and Conditions shall be deemed incorporated by reference into any corresponding Insertion Order submitted by Advertiser and Advertiser-accepted (customer-accepted). The Terms and Conditions and the Insertion Order shall be collectively known as the “Agreement.”

1. Term.
   The terms of these T&Cs commence on the Start Date set forth in the Insertion Order and continue in force and effect until terminated pursuant to section 9 of this Agreement.
2. Terms of Payment.
   Advertiser must pay the total amount due on the Insertion Order as per the terms specified on the actual Insertion Order that you approve and customer-accept. Unless otherwise indicated on the actual Insertion Order that the customer approves, Advertiser must remit payments in full to BBM upon receipt of the invoice. In the event of any failure by Advertiser to make payment, Advertiser will be responsible for all reasonable expenses incurred by BBM in collecting such amounts (including attorneys' fees and collection agency fees where applicable). All BBM invoicing will be done in U.S. dollars and payments are due in U.S. dollars and are exclusive of any applicable taxes where they may be imposed by federal, state, or local agencies or jurisdictions, which applicable taxes shall be the full responsibility of Advertiser.
3. Provision of Advertising Materials.
   Advertiser participating will provide all applicable and agreed to advertising materials to BBM at least 10 business days in advance and before the desired and mutually agreed to date of use and production to b2xmediagroup@bobit.com, or such other address as BBM may specify from time to time, unless otherwise agreed to. If advertisement materials are not provided in accordance with this policy, BBM cannot guarantee that the corresponding advertisement will commence by the start date indicated in the Insertion Order. BBM in all cases will support and continually work with the Advertiser to accommodate Advertiser goals in the program agreed to with the Insertion Order; this is always the BBM commitment. All changes to the advertisement must also be made in writing (and prior to the lead time deadline) to PPCMarketplace@bobit.com.
4. Right to Reject Advertising.
   All advertisements are subject to BBM's review and approval. BBM reserves the right to reject any advertisement, Insertion Order, URL link, associated advertisement materials and content, at any time and for any reason (including, but not limited to, belief by BBM that any placement thereof may subject BBM to civil or criminal liability). BBM will work with the Advertiser so that any issues are reviewed and explained before any advertising program is run. In all cases, the Advertiser remains fully responsible for all advertising materials provided to BBM.
   BBM reserves the right to place the word "advertisement" or "sponsored" on any advertiser copy that, in BBM's opinion, closely resembles editorial matter. Advertisements that go against BBM's community standards will not be accepted, including but not limited to, any advertisements that include use of profanity or sexually explicit language, politics, use of graphic content, violence and incitement, adult sexual exploitation, bullying and harassment, child sexual exploitation, third-party intellectual property infringement. Please reach out directly to your BBM representative if you have any questions on this matter.
5. Unavailable Advertisement Materials.
   If at the beginning of an advertising program contracted with BBM the Advertiser fails to provide advertisement materials that are acceptable and that comply with section 3 of this Agreement, BBM shall have the right to charge and invoice Advertiser, at the rate specified and agreed to in the Insertion Order. Once a advertising program has begun, if either BBM or Advertiser chooses to terminate an advertisement, BBM shall have the right to publish in substitution any prior acceptable advertisement submitted by Advertiser until such time as BBM can reasonably begin publication of Advertiser’s desired advertisement; if in BBM’s sole discretion there exists no acceptable substitute advertisement, BBM shall have the right to charge and invoice Advertiser, at the rate specified and agreed to in the Insertion Order, for inventory held by BBM pending receipt of acceptable materials from Advertiser.
6. Targeting, Optimization, and Positioning.
   A B2X Show Sponsorship package placement is show-specific, and Advertiser’s selection should be made at time of sale. There can be a maximum of 3 sponsors per show per month. A B2X Show Sponsorship does not prevent separate episode sponsorships of that show. A B2X Episode Takeover package placement is episode-specific and is an exclusive sponsorship. The sponsor may collaborate with BBM editorial team to develop the content for that episode, with all content subject to BBM approval. Episode placement of a B2X Product Feature package is at BBM’s discretion. There are a maximum of 6 Product Feature placements per episode. While BBM does not guarantee competitive separation for any Product Feature, we will in all cases make best efforts to provide separation from any competition.
7. Reporting and Analytics.
   All participating Advertisers will receive monthly reporting that includes total views of applicable video. Packages that include a landing page will also be provided monthly page views. For Pay-Per-Lead packages, an e-mail containing the validated lead will be delivered to an Advertiser-supplied e-mail address upon form submission by user. Access to self-serve reporting from lead validation platform will also be provided as part of set-up.
8. Renewal.
   Except as may be detailed in the Insertion Order, any renewal of the Insertion Order or any of the elements of the Insertion Order, including any acceptance of any additional Insertion Order shall be governed by the provisions of paragraph 17 below.
9. Termination; Non-Cancellation by Advertiser.
   Subject to section 4 above, BBM shall have the right to terminate any Insertion Order (including this entire Agreement), with or without cause, at any time. Once an Insertion Order is submitted it cannot be terminated or cancelled by Advertiser for any reason and the submission of an Insertion Order shall be deemed an acceptance of the non-cancellation provision.
10. Effect of Termination.
    In the unlikely event of any termination of the Insertion Order with BBM, Advertiser shall remain liable for any financial amount due under an Insertion Order for advertisements delivered by BBM and such obligation to pay shall survive any termination of this Agreement and associated Insertion Order from Advertiser. Upon termination for any reason, at the request of the disclosing party, the receiving party shall return all the disclosing party’s Confidential Information to the disclosing party. Sections 2, 8 10, and 12-18 shall survive any termination of this Agreement.
11. No Assignment or Resale of Advertisement Space.
    Advertiser may not resell, assign, or transfer any of its rights hereunder. Any attempt by Advertiser to resell, assign, or transfer such rights shall results in immediate and automatic termination of this Agreement, without liability to BBM.
12. No BBM Warranty.
    BBM makes no warranty, express or implied, with respect to any matter, including without limitation advertising and other services, and expressly disclaims the warranties or conditions of noninfringement, merchantability and fitness for any particular purpose. BBM does not warrant that BBM’s delivery of services or advertisements hereunder will be error-free, uninterrupted or continuous.
13. Limitation of Liability.
    In no event shall BBM be liable for any act or omission, or any event directly or indirectly resulting from any act or omission, of Agency or any third parties (if any). In no event shall BBM be liable under this agreement for any consequential, special, indirect, exemplary, punitive, or other damages, including but not limited to, damages for loss of data, lost profits, loss of business, or procurement of substitute goods or services, whether based in contract, tort (including negligence) or otherwise, even if BBM has advised of the possibility of such damages and notwithstanding any failure of essential purpose of any limited remedy. BBM’s aggregate liability under this Agreement for any claim is limited to the amount received by BBM from Advertiser for the Insertion Order giving rise to the claim.
14. Advertiser's Representation.
    Advertiser to this Agreement and associated Insertion Order represents and warrants to BBM and third parties (if any) the following: (a) that Advertiser holds all necessary rights to permit the use of the advertisement by BBM for the purpose of this Agreement and Insertion Order; and (b) that the use, reproduction, distribution, transmission or display of advertisement, keywords selected by Advertiser, any data regarding users, and any material to which users can link, or any products or services made available to users, through the advertisement will not (i) violate any criminal laws or any rights of any third parties; (ii) contain any material that is unlawful or otherwise objectionable, including without limitation any material that encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable law. Advertiser agrees to defend BBM and third parties (if any) from and against any third party claim (including damage awards, settlement amounts, and reasonable legal fees and expenses incurred by Advertiser in such defense), arising out of or related to (1) breach of any of the foregoing representations and warranties, and (2) any third party claim arising from the content or targeting of any advertisements provided by Advertiser, or any material to which users can link, or any products or services made available to users, through the advertisement under this Agreement.
15. Confidentiality of Parties to this Agreement.
    Advertiser shall make no public announcement regarding the existence or content of the Insertion Order without BBM’s prior written approval, which approval shall not be unreasonably withheld. Furthermore, during the terms of this Agreement, and for a period of two years following any Insertion Order end date, neither party will use or disclose any Confidential Information of the other party except as specifically contemplated herein. Confidential Information shall mean (1) advertisements, prior to publication, (2) the Insertion Order with BBM, (3) any BBM statistics or data that BBM deems to be confidential information, and (4) any information designated in writing, or identified orally at time of disclosure, by the disclosing party as “confidential” or “proprietary.”
16. Priority of T&Cs to this Agreement.
    These Terms and Conditions shall supersede any and all conflicting terms in an Insertion Order unless (1) the terms relate to scheduling of an advertisement or pricing amounts, or (2) in a situation where a provision of these Terms and Conditions expressly allows for control by the Insertion Order.
17. B2X program, pricing, terms, including renewal terms.
    Unless otherwise stipulated, pricing packages on B2X include a one-time set up fee as well as a monthly charge for a minimum of three months. Unless otherwise terminated in accordance with these terms, this agreement shall automatically renew for an additional term [“Renewal Term”] equal to the original term agreed to. If you do not wish to renew, you must provide written notice of cancellation at least 30 days before the renewal date. Additionally, those Advertisers signed up for the B2X Product Feature with the Pay-Per-Lead option will be charged $150 for each lead generated during the previous month on top the one-time and monthly fees.
    In all cases, the term is based on the first of the month of the agreement and ends on the last day of the month corresponding to the end of the agreement’s term. It is the responsibility of the Advertiser to provide all materials on time, as stipulated in sections 3, 4, and 5 of these terms. Cancellation would be required a minimum of 30 days prior to the last day of the term; if not, signer agrees to be automatically renewed for a new term of matching duration and costs, excluding 1x set-up fee.
    
    Example:
    • Customer orders a B2X Episode Sponsorship: Product Feature Pay-Per-Lead Package
    • Customer signs contract for 3-month term: 6/1 – 8/31
    • Price:
      • Landing Page + Form 1x Set-Up Fee: $4,000, due upon receipt
      • Sponsorship: $4,500 per month
      • Lead Cost: $150 per lead, per month
    • Upon receipt of deliverables and approval by customer, product feature, landing page, and form do not officially go live until 6/6.
    • Term begins on 6/1.
    • Unless written cancellation is received by 7/31, term will automatically re-new for another 3 months, or 9/1 - 11/30 (the three-month “Renewal Period.”)
    • Leads will continue to be delivered and billed at $150 each until the end of term.
18. Intellectual Property.
    BBM and Advertiser each grant to the other a nontransferable, non-exclusive license to use the other Party’s name, marks, and logos (collectively, the “Intellectual Property”) only solely for the promotion and execution of events that both Parties agree to as part of this Agreement. Any uses of such Intellectual Property shall be subject to the other Party’s advance written approval in all cases so to protect the ownership and use of each Party’s intellectual property and associated legal and business rights. No financial commitments are provided by BBM to Advertiser under the terms of this Agreement, and in no case does BBM transfer any of its intellectual property to Advertiser or any other party, if any, associated with this Agreement.
19. Force Majeure.
    Neither party will be liable for any delays or nonperformance directly or indirectly resulting from circumstances or causes beyond its reasonable control including, without limitation, fire, epidemic, pandemic, or other casualty, act of God, strike or labor dispute, war or other violence, or any law, order, or requirement of any governmental agency or authority that may impede the ability of either party to perform under this Agreement.
20. Governing Law.
    THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH, AND THE RIGHTS, OBLIGATIONS, AND LIABILITIES OF EACH PARTY HERETO SHALL BE DETERMINED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF CALIFORNIA WITHOUT GIVING EFFECT TO ANY CHOICE OR CONFLICT OF LAWS PROVISION OR RULE THAT WOULD CAUSE THE APPLICATION OF THE SUBSTANTIVE LAWS OF ANY OTHER STATE.
21. Privacy Policy of BBM.
    BBM's privacy policy can be referred to at https://www.bobit.com/privacy-policy/.