These terms and conditions (these “Terms”)govern the sale of print advertising and services by The LTGL Show Company and its affiliates (collectively “LTGLShow”)to “you”, the advertiser named in the Order Form (the “Order”).Together, the Order and these Terms comprise the entire “Agreement” between you and LTGL Show (the “parties”). Purchase of Advertising and Services. You agree to purchase advertising space from LTGL Show in the LTGL Show publication(s) listed in the Order, for the number of issues listed in the Order, and at the rate(s) listed in the Order. In exchange, LTGL Show agrees to publish your advertising (“ads”) in the applicable publication(s) at the applicable rates. You also agree to purchase, and LTGL Show agrees to provide, any related ad design or management services listed in the Order. Extended Reach Digital Advertising for Stroll. If you purchased advertising in a Stroll or another LTGL Show neighborhood publication, and the Order does not show that you opted out of Extended Reach Digital Advertising (“Extended Reach”), LTGL Show will place online digital ad(s) for consumers to see in the target locale that approximately corresponds to the readership of the LTGL Show publication(s) listed in your Order. Additional terms and conditions that apply to targeted display are set forth in the Media Product Terms which are incorporated here by reference and available on LTGL Show’s website. In the event of conflict between the Media Product Terms and these Terms, these Terms will control. Digital Edition for BeLocal. Ads of any size published in the print edition of the BeLocal publication listed in the Order will also appear as an ad in the corresponding digital flipbook edition (“Digital Edition”). The Digital Edition is updated monthly. LTGL Show will attempt to keep a similar running order of ads in the Digital Edition as the corresponding print edition, but LTGL Show does not guarantee ad positioning and is not liable for the Digital Edition’s failure to meet position requirements. LTGL Show may periodically use digital display ads to promote the Digital Edition to the homebuyers or movers that are the intended readership of the BeLocal publication. Charges; Billing; and Payment Terms.
[a] You must pay the monthly rates and any ad management or design fees listed on the Order. Prepayment is required, with payment due on or about 30 days before the publication of the applicable LTGL Show publication. If you are paying by credit card, LTGL Show will charge your card automatically when payment is due, which you hereby authorize. Where ad space is purchased in multiple LTGL Show publications, payment for all ad space is due 30 days before publication of the one with the earliest publication date. You may not withhold payment for any reason, including a dispute between you and LTGL Show.

[b] You must pay interest on all late payments, calculated daily and compounded monthly at the lesser of the rate of 1.5% per month or the highest legal rate. All rates are exclusive of sales taxes (or any other similar taxes) on amounts payable by you hereunder. You are responsible for payment of all federal or state taxes on the sale of ad space and services. Any applicable sales taxes (or other similar taxes) for which you are responsible will be separately stated on your monthly invoice. Non-Exclusivity. This Agreement does not create an exclusive arrangement between you and LTGL Show. You may advertise elsewhere, and LTGL Show may provide ad space and services to all others, including your competitors. Advertiser Obligations and Representations; Indemnification.
[a] You must: (1) respond promptly to any LTGL Show request for direction, information, or approvals that are reasonably necessary for LTGL Show to perform hereunder; and (2) provide such materials, content or information as LTGL Show may reasonably request to perform hereunder in a timely manner.

[b] LTGL Show accepts, publishes and runs all ads, including those for which LTGL Show has provided creative services, subject to your representations that you are familiar with all laws and regulations applicable to your ads, and that publishing such ads will not violate any law or third-party right (e.g., any intellectual property right). LTGL Show will not perform a legal review of your ad(s), and you remain solely responsible for the ad’s contents and for legal and regulatory compliance.

[c] In consideration of LTGL Show running your ads, you will indemnify LTGL Show from and against any losses and expenses (including attorney’s fees) relating to such ads, including those arising from third-party claims or suits for infringement, violation of privacy or publicity rights, or from any and all claims or regulatory breaches. LTGL Show’s Discretion as Publisher.
[a] LTGL Show may reject ads that it considers misleading, distasteful, illegal, or otherwise inappropriate. LTGL Show may alter any ad material to make it conform to applicable specifications. LTGL Show may require you to mark an ad as “advertising,” “sponsored content,” or the like to avoid confusion with editorial content.

[b] Except for the inside front cover, inside back cover, outside back cover, or introduction (each a “Premium Placement”), LTGL Show may insert your ad anywhere at its discretion, and any conditions on the Order regarding placement will be treated as a positioning request only and is not guaranteed. LTGL Show’s inability to honor a specific position request due to conflicting editorial needs is not a breach of this Agreement. , LTGL Show’s sole liability, and your sole remedy, for failure to satisfy that placement is issuing a credit or refund in an amount equal to the premium paid.

[c] LTGL Show reserves the right to determine (and may change at any time without notice to you) the design, content, title, size, geographic coverage, distribution, and appearance of, LTGL Show’s publications, and how, where, how many, when, and whether such publications are published, distributed, or displayed. If LTGL Show notifies you that an applicable publication is closed or is closing, your purchase obligations in relation to the closed publication will immediately terminate, and such closure will not constitute a breach of this Agreement by LTGL Show. Ad Proofs. LTGL Show will use reasonable efforts to provide you with ad proofs. Where proofs are provided in time for modification, you must notify LTGL Show in writing of any changes or errors before the deadline set by LTGL Show. Otherwise, LTGL Show will publish or run the ad as shown and no adjustment will be made. Colors, contrast, photos, font, and other features may appear differently in the published product and no adjustment will be made for those differences. Advertising Content; Intellectual Property. LTGL Show may use any ad published or run under this Agreement to promote LTGL Show’s products and services. If LTGL Show supplies content for or designs your ads, the content and the ads are LTGL Show’s sole and exclusive property, except for content you supplied or licensed from third parties, and may be supplied to other advertisers. LTGL Show grants you a perpetual, limited, royalty-free, non-exclusive, and non-transferable license to reproduce, publish, and distribute each ad that LTGL Show creates for you. LTGL Show’s Liability; Limitation of Liability; Disclaimer and Waiver.
[a] If LTGL Show publishes or runs an ad with errors or omissions, or fails to publish or run an ad, your only remedy is to demand the subsequent publication of the corrected ad at no charge in the applicable LTGL Show publication (“Makegood”). A demand for Makegood must be in writing and delivered to LTGL Show within 30 days of the error, omission, or failure. LTGL Show will not be liable or issue credit for errors or omissions that you caused or that do not materially affect the ad’s value.

[b] LTGL Show WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER RELATED TO CONTRACT BREACH, TORT, OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER LTGL Show WAS ADVISED OF POSSIBILITY OF SUCH DAMAGE. LTGL Show’S AGGREGATE LIABILITY RELATED TO THIS AGREEMENT, WHETHER RELATED TO CONTRACT BREACH, TORT, OR OTHERWISE, SHALL NOT EXCEED 2 TIMES THE TOTAL OF AMOUNTS PAID TO LTGL Show UNDER THIS AGREEMENT IN THE 12-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

[c] LTGL Show DOES NOT WARRANT THE NUMBER OF RESPONSES TO YOUR ADS, THE NUMBER OF PERSONS WHO WILL VIEW YOUR ADS, OR ANY OTHER BUSINESS BENEFIT.  Barter Transactions. Where you provide in-kind goods or services in exchange for advertising or services under this Agreement, such goods or services and their fair market value must be identified in the space designated in the Order. You acknowledge that the goods or services are being delivered to the LTGL Show franchisee that originated the Order and that such goods or services may constitute income to such LTGL Show franchisee; and that you and the franchisee are responsible for any tax reporting that applicable law may require related to the in-kind trade, such as issuing a 1099-MISC to the franchisee as the receiving party. Reader or Sponsor Events NOT Promised. Certain LTGL Show publications coordinate periodic appreciation and networking events for its readers and sponsors. However, the frequency of such events or whether they happen at all varies from publication to publication. Accordingly, you acknowledge reader or sponsor events are not a promised or intended benefit under this Agreement. Term; Termination.
[a] The term of this Agreement is the period of time between the date you sign the Order or orally consent to this Agreement (the “Agreement Date”) and the date that LTGL Show publishes the final ad you committed to purchase under this Agreement.

[b] In addition to LTGL Show’s rights under Section 7[c], LTGL Show may terminate this Agreement at any time, with or without notice, for your failure to make payment when due and owing or for LTGL Show’s convenience.

[c] You may terminate this Agreement immediately upon written notice if: (1) LTGL Show commits a material breach and fails to cure such breach within 30 days of receiving written notice of the breach; or (2) for applicable publications that are in print as of the Agreement Date, you may terminate if such publication is not published for more than 2 consecutive months; for applicable publications that are not yet in print as of the Agreement Date, you may terminate if such publication is not published within 6 months of the Agreement Date; written notice to terminate under this Section 13[c](2) must be delivered to LTGL Show within 30 days of the applicable failure to publish. 

[d] You may terminate this Agreement for convenience, whether in whole or part, upon ninety (90) days’ written notice if at the time of notice: (1) you are current on all payments; and (2) your ad has run in at least 12 issues of the LTGL Show publication in which you wish to cancel advertising. For clarity, if you have purchased ad space in multiple LTGL Show publications, you may elect, upon your satisfaction of the preceding conditions, to stop advertising in one publication while continuing in another.   
   LTGL Show’s Remedies. If you do not pay all charges by 30 days after the due date, fail to meet any obligation under this Agreement, or any representation is or becomes untrue, LTGL Show may, without notice: (i) require you to immediately pay all unpaid amounts you owe or will owe for all advertising and services under the entire term of this Agreement, (ii) remove your ads from any publication not yet published, (iii) suspend or terminate any services, including Extended Reach or Digital Edition, (iv) recover all collection costs and reasonable attorney’s fees, and (v) exercise any other rights or remedies available at law or in equity. If you breach this Agreement, LTGL Show will have no duty to mitigate damages by selling ad space the same or similar to that purchased by you under this Agreement, unless the advertising you purchased is Premium Placement. Choice of Law and Forum. North Carolina law governs this Agreement, and the state or federal courts located in New Hanover County, North Carolina are the sole and exclusive jurisdiction for any , action, or proceeding arising out of or relating to this Agreement. You and LTGL Show irrevocably submit to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. Entire Agreement. This Agreement is the only understanding between you and LTGL Show, and it supersedes and excludes any understandings or representations, whether written or oral, that may have come before or during it. If conflict between these Terms and the Order, these Terms govern. No terms or conditions in the Order or any instructions or documents that conflict with or alter these Terms will bind LTGL Show unless authorized in writing by an LTGL Show senior executive. Miscellaneous. If a court finds any term invalid, illegal or unenforceable, such defect shall not prejudice this Agreement’s other terms. A signed writing is required to modify, amend, or waive any term of these Terms. Any delay in, or partial exercising of, rights is not a waiver. You cannot assign your rights or duties without LTGL Show’s written consent; LTGL Show may assign its rights or duties to any third party.