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Confidential – IEEE GlobalSpec Combined Standard Advertising & Content Services Terms. Last updated: August 25, 2016

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IEEE GLOBALSPEC, INC.

TERMS OF AGREEMENT

By signing any insertion order or other advertising order form, Client or Advertiser agrees to the

terms of these Standard Advertising Terms of Agreement (together with the applicable insertion

order(s), this “Agreement”) or to IEEE GlobalSpec Terms of Agreement for Content Services or IEEE

GlobalSpec Engineering Product Insight (EPI) and to have its product/service information (e.g.,

specifications, descriptions, images, logos, etc.) added to the IEEE GlobalSpec, Inc. (“IEEE

GlobalSpec”) database.

Please review the terms of agreement for the product(s) purchased.

IEEE GlobalSpec Standard Advertising Terms of Agreement (Section A)

IEEE GlobalSpec Content Services Terms of Agreement (Section B)

IEEE GlobalSpec Engineering Product Insight (Section C)


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(SECTION A)


STANDARD ADVERTISING TERMS OF AGREEMENT

1. Programs

1.1 IEEE GlobalSpec Ad Network and other CPM-Priced Banners

This paragraph only applies to Advertisers purchasing any CPM based advertising programs,

such as banner ads and/or the IEEE GlobalSpec Ad Network. In the case of under-delivery by

IEEE GlobalSpec of any CPM or impressions- based advertising (e.g., banner advertisements on

GlobalSpec.com or on the IEEE GlobalSpec Ad Network), the Advertiser will be compensated, as

its sole remedy, through make-goods of missed impressions or days. Total banner campaign

charges will be based on reporting provided to IEEE GlobalSpec from DoubleClick’s DART

system on the number of impressions served (or such other similar reporting systems of or used by

IEEE GlobalSpec in its discretion from time to time). Advertiser will supply IEEE GlobalSpec

with creative materials at least two weeks prior to the campaign start date to facilitate a timely

campaign launch. Advertiser grants IEEE GlobalSpec a non-exclusive, worldwide, royalty free

license to use, reproduce, and distribute images of Advertiser’s creative materials for use in IEEE

GlobalSpec marketing materials relating to the IEEE GlobalSpec Ad Network and IEEE

GlobalSpec site banner products. For purchasers of the IEEE GlobalSpec Ad Network bundle, IEEE

GlobalSpec reserves the right to assign contracted impressions across the banner sizes in the

bundle, as appropriate, and does not guarantee a uniform impression distribution across sizes.

1.2 Competitive Cross Reference Program

This paragraph only applies to Advertisers purchasing the Competitive Cross Reference Program.

As part of the Competitive Cross Reference Program the Advertiser will sponsor the cross reference

feature on Datasheets360. Advertisers may use the supplied cross reference widget banner on their

own sites, or in the advertising campaigns, Advertiser is specifically prohibited from using the data

or the widget for its own internal use or benefit.

1.3 Contact Delivery Program

This paragraph only applies to Advertisers purchasing Contact Delivery Program. IEEE

GlobalSpec will use any available advertising placements to deliver a guaranteed amount of

contacts (“Guaranteed Contacts”) within the specified timeframe to the Advertiser. Such

advertising placements may include, but are not limited to, newsletters and product alerts. No

restrictions may be placed on demographics or any other characteristics by the Advertiser and the

Advertiser cannot exclude any of the contacts from the final contact list delivered by IEEE

GlobalSpec. Contacts under the Contact Delivery Program cannot be targeted by geography or any

other demographic specifications. The Advertiser will not know when and where the advertising

placements will appear. The Advertiser will be required to specify the start date (the “Start Date”)

for the Contact Delivery Program and the expected finish date (the “Finish Date”). However, if the

Guaranteed Contacts are delivered before the Finish Date, IEEE GlobalSpec will not be required to

provide any discounts or refunds to the Advertiser. If the Guaranteed Contacts are not delivered by

the Finish Date, the IEEE GlobalSpec will refund a pro-rated amount to the Advertiser. Advertiser

agrees to supply to IEEE GlobalSpec all the creative materials required for the Contact Delivery


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Program prior to the Start Date to facilitate a timely launch. IEEE GlobalSpec will not be penalized

or be held responsible for any delays due to the Advertiser failing to deliver the required creative

materials ahead of the Start Date as specified in the Agreement. Advertiser grants IEEE GlobalSpec

a non-exclusive, worldwide, royalty free license to use, reproduce, and distribute images of

Advertiser’s creative materials for use in the Contact Delivery Program.

2. Definitions

2.1 “Advertiser” the advertiser named in the Agreement.

2.2 “Agreement” this agreement between IEEE GlobalSpec and the Advertiser, together with the

applicable insertion order(s).

2.3 “Licensed Content” means all information provided by Advertiser or made available,

whether directly or indirectly, to IEEE GlobalSpec and its users.

2.4 “Personal Information” includes an individual’s name, address, e-mail address, age, date of

birth, credit card or other financial information, or any other contact or personal information

about an individual or from which the personal information about an individual can be derived.

3. Fees

3.1 Payments shall be made on the schedule in the applicable insertion order. If no payment

schedule is made therein, then Advertiser shall pay to IEEE GlobalSpec the full amount within

thirty (30) days of the Agreement date. Any past due payments shall be charged a 1.5% late fee,

plus 1.5% monthly interest until the balance is paid in full. Except as otherwise provided herein, fees

and any late payment charges are non-refundable.

3.2 These prices are quoted in U.S. dollars and, unless otherwise expressly stated in the insertion

order, will remain in effect for twelve (12) months from the effective date of the insertion order.

3.3 Payment of fee(s) by the Advertiser will not guarantee that Advertiser’s listing(s), link(s) and/or

account will remain on the IEEE GlobalSpec Directory or website. If Advertiser or Advertiser’s

listing is deemed to be in violation of any term or condition of this Agreement such listing may be

taken off IEEE GlobalSpec Directory or website. Receipt times of all submissions, notices and other

correspondences and transactions via the IEEE GlobalSpec site are measured based on receipt by

IEEE GlobalSpec’s servers.

4. Term

4.1 Unless sooner terminated in accordance with the provisions of this Agreement, the initial term

of this Agreement commences from the Product subscription start date and continues for a period

as set forth in any attached order form or in this Agreement.

4.2 So long as Advertiser is not in material breach of this Agreement, the initial term will

automatically renew for successive renewal terms of twelve (12) month period, unless Advertiser

provides IEEE GlobalSpec with written notice of its intent not to renew at least thirty (30) days

prior to the end of the initial or any renewal term.

4.3 If Advertiser attempts to terminate this Agreement or any Product subscription set forth in

the Agreement or in any order form during the term, any fees payable under this Agreement for

such period will be invoiced by IEEE GlobalSpec in full. Where Advertiser has already paid the

fees in advance any fees relating to the unused period of the term shall be forfeited by the

Advertiser.


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5. License/Authorized Use/ Intellectual Property Rights

5.1 Subject to the terms and conditions of this Agreement, Advertiser hereby grants to IEEE

GlobalSpec, a worldwide, limited, non-exclusive, non-transferable, royalty-free license to: (i)

promote, market, reproduce (including compression and temporary storage), distribute, transmit,

display, perform, download, cache, store on their servers, and otherwise use Advertiser’s listings

and submissions, and any portion thereof, including, without limitation, Advertiser’s

trademarks, trade names, service marks and logos set forth therein, or as otherwise specified in

writing by Advertiser (collectively the “Advertiser Marks”), solely to display and provide

Advertiser’s listings and links in accordance with this Agreement; and (ii) incorporate in IEEE

GlobalSpec’s and its network partners’ sites links provided by Advertiser as part of its listings and

submissions. IEEE GlobalSpec reserves the right (but not the obligation) to keep Advertiser

product content and datasheets available on the IEEE GlobalSpec sites after the term.

Advertiser acknowledges that IEEE GlobalSpec operates an advertising network which includes

third party sites not owned or controlled by IEEE GlobalSpec. If Advertiser elects, and to the

extent Advertiser has elected to participate in advertisements via this ad network, then Advertiser

hereby grants this same license to be applicable to any such third party sites, to the extent required

for IEEE GlobalSpec to fulfill its obligations hereunder and under the insertion order. Advertiser

certifies that it has all necessary rights and permissions to offer, sell and/or license such products

and services through the advertisements and the Advertiser's website. Advertiser certifies that the

Licensed Content, advertisements and the Advertiser's website will at all times comply with all

standard, written policies applicable to the IEEE GlobalSpec websites, including the privacy

policies and terms of use. Advertiser shall not use, display or modify IEEE GlobalSpec's

trademarks in any manner without the prior written consent of IEEE GlobalSpec.

5.2 The Advertising inventory provided by IEEE GlobalSpec to Advertiser is for Advertisers own

use and may not be sold, traded, exchanged or otherwise transferred by Advertiser, nor used by

Advertiser for the benefit of any third party, without IEEE GlobalSpec’s express written

permission and without such third party agreeing to be bound by the terms of this agreement.

5.3 IEEE GlobalSpec shall own all information relating to user access to IEEE GlobalSpec’s site,

including, but not limited to, all Personal Information, demographics and usage information

gathered therefrom. IEEE GlobalSpec retains complete editorial discretion with respect to all

listings and links, including, without limitation, regarding their selection, placement, and

descriptions. IEEE GlobalSpec reserves the right to redesign its websites, Licensed Content, and

terms and conditions of this Agreement at any time in its sole discretion. If and to the extent any

such redesign has a material adverse impact on any expressly committed advertisements, or if

IEEE GlobalSpec is otherwise unable to provide the advertisements (other than expressly excused

hereunder), then, as Advertiser’s sole remedy, IEEE GlobalSpec will provide comparable

placements elsewhere on the IEEE GlobalSpec websites.

6. Confidentiality

Both parties will keep the existence and terms of this Agreement confidential and neither party will

publish any press release related hereto without the prior written consent of the other party, except

as required by law. Neither party shall disclose to a third party Confidential Information of the

other party. The receiving party shall use the same degree of care as it uses to protect the

confidentiality of its own confidential information of like nature, but no less than a reasonable

degree of care, to maintain in confidence the Confidential Information of the disclosing party. The

foregoing obligations shall not apply to any Confidential Information that: (a) can be demonstrated


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to have been publicly known at the time of the disclosing party’s disclosure of such Confidential

Information to the receiving party; (b) becomes part of the public domain or publicly known, by

publication or otherwise, not due to any unauthorized act or omission by the receiving party; (c)

can be demonstrated to have been independently developed or acquired by the receiving party

without reference to or reliance upon such Confidential Information, as evidenced by the receiving

party’s written records; (d) is provided to the receiving party by a third party who is under no

obligation to the disclosing party to keep the information confidential; or (e) is required to be

disclosed by law, provided that the receiving party takes reasonable and lawful actions to avoid

and/or minimize such disclosure and promptly notifies the disclosing party so that the disclosing

party may take lawful actions to avoid and/or minimize such disclosure. Advertiser shall ensure

that all of its subcontractors comply with this obligation.

All Confidential Information and any and all copies and reproductions thereof shall, upon the

expiration or termination of this Agreement for any reason or within fifteen (15) days of written

request by IEEE GlobalSpec, be promptly returned to it, or in the alternative, destroyed upon IEEE

GlobalSpec’s written request. Advertiser shall ensure that all of its subcontractors comply with this

obligation. In the event of such requested destruction, Advertiser shall provide to IEEE GlobalSpec

written certification of compliance therewith within fifteen (15) days of such written request.

“Confidential Information” as used herein means information identified by either party as

“Confidential” and/or “Proprietary,” or information that, under the circumstances, ought reasonably

be treated as confidential and/or proprietary. “Confidential Information” shall include, but not be

limited to, technical information, market research, membership data, analyses, studies,

developments, processes, present and/or future product information, pricing information, business

plans or other documents, information and materials that contain or reflect such information.

7. Representations, Warranties and Disclaimers

7.1 Advertiser represents and warrants that (i) it has full power and authority to enter into and

perform its obligations under this Agreement; (ii) this Agreement is a legal, valid and binding

obligation, enforceable against it in accordance with its terms; and (iii) entering into this Agreement

will not violate any laws, regulations or third party contracts.

7.2 Advertiser represents, warrants and covenants that all advertisements and other Licensed Content

does not and will not (i) infringe on or violate any copyright, trademark, U.S. patent, rights of

publicity or privacy, moral rights or any other third party right; (ii) violate any applicable law or

regulation; and/or (iii) contain any viruses, Trojan horses, trap doors, back doors, Easter eggs,

worms, cancel-bots or other computer programming routines that are intended to damage, interfere

with, intercept, or expropriate any system data or personal information.

7.3 Advertiser represents and warrants that its listings, links and submissions to the IEEE

GlobalSpec site and network partner sites do not, and will not include content, or links to content,

which may result in a third party claim against, or civil or criminal liability to, IEEE GlobalSpec or

its affiliate(s) or partner(s) or that otherwise violates applicable law or the terms of this Agreement,

including, without limitation, content that is fraudulent, deceptive, libelous, defamatory, obscene,

pornographic, adult-themed, infringing or that violates the privacy, publicity or any other right(s) of

a third party. Advertiser shall bear full responsibility for all products or services offered, sold or

licensed through the advertisements or the Advertiser's website. Advertiser will collect and pay all

taxes related to the sale or licensing of such products or services. IEEE GlobalSpec’s sole liability

for breach of its obligations will be to refund any annual or semi-annual fee paid on a pro rata basis.


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7.4 Advertiser represents and warrants that it is in compliance with all applicable laws including, but

not limited to CAN-SPAM and other applicable laws governing transmission of electronic

communication.

7.5 Warranty Disclaimer

IEEE GLOBALSPEC MAKES NO WARRANTIES (INCLUDING IMPLIED

WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE

AND NON-INFRINGEMENT), GUARANTIES, REPRESENTATIONS, PROMISES,

STATEMENTS, ESTIMATES, CONDITIONS OR OTHER INDUCEMENTS, EXPRESS,

IMPLIED, ORAL, WRITTEN OR OTHERWISE. ADVERTISER ACKNOWLEDGES

THAT IEEE GLOBALSPEC’S SITES ARE OPERATED ON AN “AS IS”, “AS

AVAILABLE” BASIS, AND THAT IEEE GLOBALSPEC MAKES NO

REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER REGARDING

THE PLACEMENT OF LISTINGS OR THE PERFORMANCE OR SECURITY OF ITS

WEB SITE OR SERVICES.

8. Indemnification

Advertiser hereby agrees to indemnify, defend and hold harmless IEEE GlobalSpec and its affiliates

and partners, and any of their officers, directors, partners, shareholders, agents, licensees and

employees, from and against all third party claims, actions, liabilities, losses, expenses, damages,

and costs (including, without limitation, reasonable attorneys' fees, collectively, “Losses”) that may

at any time be incurred by any of them by reason of any third party claims, suits or proceedings

against any of them: (a) alleged or actual infringement or misappropriation of any copyright,

patent, trademark, trade secret or other right based upon the services or deliverables provided by

Advertiser pursuant to this Agreement; (b) gross negligence or willful misconduct of Advertiser; (c)

Advertiser’s failure to perform fully its obligations herein in a timely manner; (d) breach of any of

Advertiser’s representations and warranties in the Agreement; or (e) arising from the Licensed

Content or any other content or subject matter of any Advertiser listing, link, submission or content

of sites to which visitors can link through Advertiser’s links or listings.

9. Limitation of Liability

9.1 The Advertiser is responsible for any and all information contained in the Licensed Content

it provides or makes available to IEEE GlobalSpec and its users, directly or indirectly. IEEE

GlobalSpec’s sole liability for breach of its obligations will be to refund any annual or semi-

annual fee paid on a pro rata basis.

9.2 Except as expressly provided for herein, IEEE GlobalSpec shall have no obligations of any

kind with respect to the Licensed Content. IEEE GlobalSpec reserves the right, but not the

obligation, to review Advertiser submissions of Licensed Content.

9.3 IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY

INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES (INCLUDING,

WITHOUT LIMITATION, LOST PROFITS, LOST BUSINESS, LOSS OF DATA OR

COST OF SUBSTITUTE SERVICES) ARISING OUT OF OR IN CONNECTION WITH

ANY AGREEMENT BETWEEN THE PARTIES, OR THE SERVICES PERFORMED

THEREUNDER UNDER ANY THEORY OF LIABILITY (WHETHER IN CONTRACT,

TORT, STRICT LIABILITY OR OTHERWISE), EVEN IF THAT PARTY HAS BEEN

ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ADDITION, EITHER


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PARTY SHALL ONLY BE LIABLE TO THE OTHER UNDER ANY THEORY OF

LIABILITY (WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR

OTHERWISE) FOR ANY DIRECT DAMAGES IN AMOUNT EQUAL TO (A) ACTUAL

DAMAGES OR (B) THE FEES PAYABLE FOR THE SERVICE(S) OR PRODUCT(S)

GIVING RISE TO THE CLAIM DURING THE CALENDAR YEAR IN WHICH THE

EVENT OCCURS, WHICHEVER IS LESS.

10. Termination

10.1 Either party may terminate this Agreement in the event of a material breach of this

Agreement by the other party, which remains uncured after thirty (30) days written notice thereof.

10.2 IEEE GlobalSpec may terminate part or all of any applicable insertion order(s) Agreement

upon a material breach by Advertiser of this Agreement or any other agreement between the

parties which is not cured within cure period set forth in such agreement (including without

limitation for non-payment).

10.3 IEEE GlobalSpec reserves the right, in its sole discretion, with or without termination of the

Agreement, to remove certain Advertiser listings or advertisements and/or cancel Advertiser’s

account for non-payment or violation of any other term or condition of this Agreement, including,

without limitation, repeated infringement of third party copyrights.

10.4 If IEEE GlobalSpec removes any advertisement, or terminates any portion of any insertion

order due to Advertiser's material breach of any requirement of any insertion order or of any

other written agreement with IEEE GlobalSpec, including for non- payment, all of Advertiser's

full payment obligations hereunder shall survive such termination or removal. If Advertiser

terminates this insertion order due to IEEE GlobalSpec's material breach of this insertion order,

Advertiser will be responsible only for pro-rata payments through the date of termination.

10.5 Upon any expiration or termination of this Agreement, the indemnification, confidentiality,

warranty disclaimer and limitation of liability paragraphs of this Agreement shall survive, along

with any accrued but unpaid payment obligations of Advertiser, and any other provisions to the

extent expressly stated to survive in this Agreement.

11. Independent Contractor

All work performed by IEEE GlobalSpec in connection with the material or services described

hereto, is to be performed by IEEE GlobalSpec as an independent contractor and not as agent of the

Advertiser. Nothing contained in this Agreement shall be construed or applied to create a

partnership, joint venture, or employer/employee relationship between IEEE GlobalSpec and the

Advertiser, and neither party is the agent of the other. All persons furnished by IEEE GlobalSpec

shall be considered solely IEEE GlobalSpec’s employees or agents and IEEE GlobalSpec shall be

responsible for payment of all unemployment, social security and other payroll taxes required by

federal, state and local laws, including contributions from them when required by law. IEEE

GlobalSpec shall have no authority, express or implied, to commit or obligate the Advertiser in any

manner whatsoever, except as may be specifically authorized in writing by an authorized

representative of the Advertiser, and shall not represent to anyone that IEEE GlobalSpec has a right

to do so.

12. Anti-Corruption

IEEE GlobalSpec and Advertiser represent and affirm that (i) they will comply with all


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applicable country’s laws relating to anti-corruption and anti-bribery, including the US Foreign

Corrupt Practices Act and the UK Bribery Act; and (ii) they will not promise, offer, give or

receive bribes or corrupt actions in relation to the procurement or performance of this

Agreement. For the purposes of this section, “bribes or corrupt actions” means any payment,

gift, or gratuity, whether in cash or kind, intended to obtain or retain an advantage, or any

other action deemed to be corrupt under the applicable country’s laws.

13. Export Control

Export laws and regulations of the United States and other relevant local export laws apply

to the advertisements and Licensed Content provided by IEEE GlobalSpec and Advertiser

under the Agreement. Advertiser agrees to comply with all such export laws and regulations,

and agrees that it will not export, re-export, transfer, sell or use the advertisements and

Licensed Content to, or in, any destination, or use the advertisements and Licensed Content

in any manner, other than in compliance with the Arms Export Control Act, 22 U.S.C.2751-

2794, including the International Traffic in Arms Regulation (ITAR), 22 C.F.R. 120 et seq.;

and the Export Administration Act, 50 U.S.C. app. 2401-2420, including the Export

Administration Regulations, 15 C.F.R. 73 0-774; including the requirement for obtaining any

export license or agreement, if applicable.

14. Force Majuere

The performance of this Agreement is subject to acts of God, government authority, riots, epidemics,

unusually severe weather, fire, floods, war, terrorism, embargoes, labor disputes or strikes, or other

cause beyond the parties’ control, which make it inadvisable, commercially impracticable, illegal or

impossible to perform as originally contracted under this Agreement. It is provided that this

Agreement may be terminated for any one or more of such reasons by written notice from one party

to the other without liability.

15. Non-Discrimination

IEEE GlobalSpec is committed to the principle that all persons shall have equal access to programs,

facilities, services, and employment without regard to personal characteristics not related to ability,

performance, or qualifications as determined by the IEEE GlobalSpec’s policy and/or applicable

laws.

IEEE GlobalSpec prohibits discrimination, harassment or bullying against any person because of age,

ancestry, color, disability or handicap, national origin, race, religion, gender, sexual or affectional

orientation, gender identity, appearance, matriculation, political affiliation, marital status, veteran

status or any other characteristic protected by law. The IEEE GlobalSpec expects that its clients,

contractors, vendors or affiliates shall maintain an environment free of discrimination, including

harassment, bullying, or retaliation when those individuals are conducting business with IEEE

GlobalSpec or participating in the IEEE GlobalSpec’s events or activities.

16. Compliance with Laws

Advertiser represents and warrants that it shall comply with all laws and regulations that apply to its

obligations and duties under this Agreement, including, but not limited to, all laws and regulations

concerning data privacy or security or the collection, storage, transfer or other dissemination of data.

17. Security and Privacy

17.1 Advertiser shall comply with all applicable laws and regulations governing Advertiser’s


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access to and use of information granted under this Agreement and with respect to fulfilling any

and all of its obligations hereunder (including without limitation, with respect to privacy laws,

Personal Information, protection of data and encryption of credit card information, etc.).

17.2 In no event shall Advertiser collect, or cause or permit the collection of, any Personal

Information from users of IEEE GlobalSpec’s site or that of its network partner sites nor shall

Advertiser place any file or code on the personal computers, devices, or web browsers of users of IEEE

GlobalSpec’s or its network partners’ sites.

17.3 IEEE GlobalSpec’s privacy policies shall apply to users of IEEE GlobalSpec’s Web Site while

users are browsing or viewing IEEE GlobalSpec’s site and Advertiser shall comply with same.

IEEE GlobalSpec reserves the right, in its sole discretion, to change IEEE GlobalSpec’s privacy policies

at any time, as required by applicable law, without notice to the Advertiser.

17.4 Advertiser shall not disparage IEEE GlobalSpec, nor use any information collected from IEEE

GlobalSpec or its end users as a result of this Agreement to target IEEE GlobalSpec users or in any

way compete with IEEE GlobalSpec, and shall not share any such information with any competitors

of IEEE GlobalSpec nor allow them to do the same.

18. Miscellaneous

18.1 This Agreement constitutes the complete and entire expression of the agreement between the

parties with respect to the subject matter hereof and shall supersede any and all other agreements,

whether written or oral, between the parties, including, without limitation, any print, online and

electronic promotional materials.

18.2 For the term of the Agreement, both parties shall secure and maintain, at its own expense, all

insurance necessary to fulfill their respective obligations under this Agreement. Such insurance

shall be written by an insurance carrier rated “A” or better by A.M. Best Company. IEEE

GlobalSpec has the right, but not the obligation, to request evidence of such insurance.

18.3 The parties may not modify, alter or amend this Agreement except by written instrument duly

executed by authorized representatives of both parties.

18.4 The failure of either party to require strict performance by the other party of any provision

hereof shall not affect the full right to require such performance at any time thereafter, nor shall the

waiver by either party of a breach of any provision hereof be taken or held to be a waiver of the

provision itself.

18.5 Any rights or obligations hereunder may not be transferred or assigned by Advertiser

without the prior written consent of IEEE GlobalSpec. IEEE GlobalSpec reserves the right to

assign some of its obligations to third parties or to use third parties to meet its obligations

hereunder (e.g., without limitation, by using a network of third party sites for ad placement, by

using a third party ad server, etc.).

18.6 IEEE GlobalSpec reserves the right to update these terms from time to time without notice to

the Advertiser.

18.7 This Agreement shall be governed by and construed and enforced in accordance with the laws

of the United States of America and the State of New York, without regard to conflict of laws

principles.

18.8 The parties agree that any action, proceeding, controversy or claim between them arising out


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of or relating to this Agreement (collectively, an “Action”) shall be brought only in the United

States District Court for the Southern District of New York (Manhattan) or, if federal jurisdiction is

not available, in a court of competent jurisdiction in the County and State of New York. Each party

hereby submits to the personal jurisdiction and venue of such courts and waives any objection on

the grounds of venue, forum non-conveniens or any similar grounds with respect to any Action.

18.9 Should any provision of this Agreement be held to be void, invalid, or inoperative, such

provision shall be modified to reflect the fullest enforceable intent of the parties, or if such

modification is not possible, severed, and the remaining provisions of this Agreement shall not be

affected and shall continue in full force and effect.

18.10 Executed counterparts will each be deemed originals. Amendments must be in writing

and signed by duly authorized officer of each party.


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(SECTION B)


CONTENT SERVICES TERMS OF AGREEMENT

1. Scope of Services

Pursuant to this agreement (the “Agreement”), the client named in the Agreement (“Client”) is

engaging IEEE GlobalSpec, to perform content writing services in connection with the content

marketing program described above (the “Program”). Content writing services may include

Engineering Briefs, White Papers, Industry Perspectives Articles, Blogs and Sponsored Content.

2. Timeline, Client Deliverables and Fees

2.1 The parties will use commercially reasonable efforts to adopt within twenty (20) days after

the signing of this Agreement a mutually agreeable written timeline for development and

launch/distribution of any custom Program components and/or for Client’s delivery of any

advertising materials, program materials or other materials that are part of an editorial sponsorship.

If Client fails to deliver such materials to IEEE GlobalSpec by the scheduled material deadlines,

IEEE GlobalSpec cannot be held accountable for late execution on program deliverables.

2.2 Client agrees to comply with all deadlines set by IEEE GlobalSpec for all projects and

acknowledges that failure to meet such deadlines by the Client may result in delay of the relevant

launch/issue date. IEEE GlobalSpec will itemize and document any delays. IEEE GlobalSpec will

use commercially reasonable efforts to produce any custom Program components in accordance

with the deadlines provided by the Client. The deadlines may be modified by mutual agreement of

the parties, and each subsequent list of deadlines will supersede prior deadlines.

2.3 Payments shall be made as specified in the Agreement. If no payment schedule is provided in

the Agreement, then Client shall pay to IEEE GlobalSpec the full amount within thirty (30) days of

the Agreement date. Any past due payments shall be charged a 1.5% late fee, plus 1.5% monthly

interest until the balance is paid in full. Except as otherwise provided herein, fees and any late

payment charges are non-refundable. All prices are quoted in U.S. dollars.

3. Content, Changes, and Approval

The Program may use (i) content furnished by or on behalf of the Client to IEEE GlobalSpec

(“Client Materials”), (ii) content already-published by IEEE GlobalSpec in various IEEE

GlobalSpec publications (“IEEE GlobalSpec Materials), and (iii) original IEEE GlobalSpec created

content (which may be based on Client Materials), as specified by the parties in the Agreement.

Client represents and warrants that it (i) owns or has obtained all rights in the materials, data and

any other information necessary to allow IEEE GlobalSpec to use such Client Materials, and (ii)

IEEE GlobalSpec will not violate any intellectual property rights or other rights of a third party by

using the Client Materials.

3.1 Editorial Product Sponsorships. With respect to any Program component that constitutes the

Client's sponsorship of a IEEE GlobalSpec editorial product or Website, IEEE GlobalSpec shall be

responsible for providing or arranging for the provision of all content for such product or event,

except for any Client contribution provided as part of such sponsorship package, as described in

Schedule A. IEEE GlobalSpec shall have sole right of approval with respect to the content of such


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editorial products/events.

3.2 Content Marketing Products/Services. Except for IEEE GlobalSpec Materials or as

provided in section 3.1, Client will be given the opportunity to respond to the design and content of

the Program components. IEEE GlobalSpec will make reasonable efforts to incorporate feedback

received from the Client. However, once IEEE GlobalSpec has provided Client with initial versions

of a Program component, IEEE GlobalSpec will incorporate no more than two (2) rounds of Client

changes to such Program component. Client agrees to pay additional charges (the “Additional

Charges”) for further changes, unless IEEE GlobalSpec determines in its discretion that such

changes are necessary. Design and content issues must be mutually approved by IEEE GlobalSpec

and Client. If Client does not respond within the time specified in the timeline for the Project or

seeks more than two (2) rounds of changes without agreeing to Additional Charges, Client will be

deemed to have approved such Program component.

3.3 Client agrees to supply IEEE GlobalSpec with required technical materials needed to produce

any Engineering Briefs and to identify individuals who will be interviewed for the Engineering

Briefs. If materials and contacts are not supplied, the Engineering Brief will not be produced by

IEEE GlobalSpec and the Agreement will be terminated. In case of termination, Client will incur

cancellation fee as per Section 7 below.

4. Proprietary Rights/ Licenses

4.1 Client License to IEEE GlobalSpec. Client grants to IEEE GlobalSpec a royalty-free,

worldwide and perpetual right and license to (i) use, publish, perform, display, prepare derivative

works of, transmit, and otherwise distribute and disclose in connection with the Program all Client

Materials and any Client logos or marks, if any, contained in Client Materials or otherwise

provided by Client; and (ii) link to Client's Website(s), if such link(s) are part of the Program; and

(iii) both during and after the Term to display the Program components, including Client Materials

and Client logos or marks contained in such Client Materials.

4.2 IEEE GlobalSpec License to Client. IEEE GlobalSpec grants to Client a royalty-free,

worldwide and perpetual right and license to (i) use, publish, perform display, prepare derivative

works of, transmit, and otherwise distribute and disclose in connection with the Program, all of the

Program related materials, information and content described in section 4.4 hereof.

4.3 Lead-Generation. If a lead generation component is part of the Program, then subject to all

the terms and conditions of this Agreement and applicable privacy laws, IEEE GlobalSpec will at a

mutually agreed upon time deliver to Client, or provide Client with access to, information of each

person who has signed up for a Client asset, including but not limited to on-demand Webinars and

whitepapers, for applicable Program components (“Lead(s)” and, collectively, the “Lead List”). For

clarity, Client shall only receive the Lead List and does not, and will not, receive a copy of the

Program registration list or any registration list for a Website that may be a portion of the Program.

Unless otherwise specified herein, such Contacts with respect to any Webcasts or other online

video or audio broadcasts shall include both live and on-demand Leads. Client represents and

warrants to IEEE GlobalSpec that it will not sell or otherwise provide the Lead List, in whole or in

part, to any third party, but instead shall use the Lead List solely for Client's own educational and

self-promotional purposes; provided that such permitted use shall include Client's use of third-party

marketing companies or other agents to accomplish such purposes as long as those companies agree

to use the Lead List solely for the benefit of Client. Notwithstanding the foregoing, once Client has

established its own independent business relationship with the persons on the Lead List in


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accordance with applicable privacy laws concerning products/services that are not jointly

produced/presented with IEEE GlobalSpec, Client may use the information contained on the Lead

List; provided that Client may not identify IEEE GlobalSpec as the source of such information.

4.4 IEEE GlobalSpec IP Ownership. As between IEEE GlobalSpec and Client, IEEE

GlobalSpec will own all rights, including intellectual property rights, in (i) the materials, content,

and information created or otherwise produced by or for IEEE GlobalSpec in connection with the

Program, including any Website or microsite URL (collectively the “Site”), and (ii) all Site content

(excluding Client Materials and Client logos or marks contained therein). Except as may otherwise

be provided in section 4.1 hereof, Client shall not, by virtue of this Agreement or otherwise, gain

any right, title, or interest in or to the Site or Site content. Following the expiration or early

termination of this Agreement, IEEE GlobalSpec shall be entitled to continue to run the Site and

use the Site content (excluding the Client Materials and Client logos or marks contained therein) on

its own behalf or on behalf of another client.

5. Marketing Program Implementation/CAN-SPAM Compliance

5.1 Client shall cooperate with IEEE GlobalSpec in implementing the integrated marketing

program hereunder in accordance with all applicable laws and regulations.

5.2 Emails/CAN-SPAM. Without limiting the foregoing, with respect to any audience

development, promotional, and other commercial or unsolicited emails that may be sent or initiated

in connection with the Program, including without limitation any Program component(s) or links

thereto transmitted by email (the "Blasts"), each party agrees to comply with and fulfill its

obligations under all applicable email marketing, privacy, and data protection laws and regulations

of the U.S. and any other applicable country, including the U.S. CAN SPAM law, and all state

laws, if any, concerning emails or data security, and related laws and regulations. Such compliance

shall include without limitation, with respect to any Blasts, that Client will maintain, or have

maintained, its respective opt-out mechanism, as included in any Blasts, for at least thirty (30) days

after the date such Blast was initially transmitted; monitor and promptly respond to Blast recipient

requests to be removed from email distributions, consistent with all applicable privacy laws,

regulations, and policies; and provide IEEE GlobalSpec with notice of any opt-out request within

one (1) business day following receipt of such opt-out request.

5.3 IEEE GlobalSpec List. To the extent that any Blasts in connection with the Program will be

sent by or for IEEE GlobalSpec to a IEEE GlobalSpec-provided list of recipients, other than in

connection with the promotion of a IEEE GlobalSpec editorial product/service that Client is

sponsoring or participating in, such compliance with relevant laws shall include, without limitation,

that with respect to such Blasts: (1) Client will provide IEEE GlobalSpec with an accurate copy of

Client’s then-current "do not email" or other marketing suppression list (the "Suppression List"), to

enable IEEE GlobalSpec to "scrub" the Suppression List against IEEE GlobalSpec’s list; and (2)

Client agrees to defend, indemnify, and hold harmless IEEE GlobalSpec, and their directors,

officers, employees, and agents from and against all claims, losses, damages, liabilities, costs, or

expenses due to or arising out of Client's failure to provide a complete and accurate suppression list

to IEEE GlobalSpec.

5.4 Client Email Marketing. Without limiting the foregoing, in the event that Client conducts

its own email marketing efforts for any Program component, Client will notify IEEE GlobalSpec of

its intention to do so and further agrees that (i) it will prior to carrying out any such marketing

directed to recipients in a country other than the United States or Canada, include in all such emails


14

any link to IEEE GlobalSpec’s international registration page provided by IEEE GlobalSpec in

response to such notice; and (ii) Client will compare its list(s) to IEEE GlobalSpec suppression file

(which IEEE GlobalSpec will disclose to Client once Client has provided IEEE GlobalSpec) with a

secure File Transfer Protocol site for such transmission and has executed IEEE GlobalSpec’s form

nondisclosure agreement and remove any email addresses that have indicated they do not want to

be contacted IEEE GlobalSpec and also include in such emails any IEEE GlobalSpec opt-out

mechanism provided to Client by IEEE GlobalSpec, and (iii) Client represents that it has all

permissions necessary to use the email addresses and other personal data for marketing on its own

and, as applicable, on IEEE GlobalSpec’s behalf.

6. Indemnification

6.1 Obligations. Each party ("Indemnifying Party") will indemnify the other party ("Indemnified

Party") and hold it harmless against any damages, liabilities, costs, and expenses, including

reasonable attorneys' fees, to the extent arising out of: (i) any gross negligent or willful misconduct

by the Indemnifying Party in connection with this Agreement; or (ii) a claim brought against the

Indemnified Party by a third party arising out of the Indemnifying Party's breach of its obligations

or representations in sections 4 or 5; or (iii) where IEEE GlobalSpec is the Indemnifying Party, a

claim brought against Client by a third party alleging that the content of any Program component

(excluding any content furnished to IEEE GlobalSpec by the Client or on the Client’s behalf,

including the Client Materials) infringes such third party’s intellectual property rights or otherwise

violates such third party's rights, or (iv) where Client is the Indemnifying Party, a claim brought

against IEEE GlobalSpec by a third party alleging that the Client Materials or any other materials

supplied by the Client or on the Client’s behalf for use in connection with the Program, or linked to

or from any site at Client's request, infringes such third party’s intellectual property rights or

otherwise violates such third party's rights. If Client Materials are held by the court to infringe on

third party’s intellectual property rights or otherwise violates such third party's rights or IEEE

GlobalSpec reasonably believes that Client Materials infringe on third party’s intellectual property

rights, IEEE GlobalSpec will cease using such Client Materials and will not be liable to Client for

any breach or failure to perform under the Agreement.

6.2 Procedure. Each party's indemnification obligations hereunder are conditioned upon the

other party providing it with: (i) prompt written notice upon becoming aware of any such claim

(provided that the failure of an Indemnified Party to provide to an Indemnifying Party notice of any

claim will not relieve the Indemnifying Party of its obligations hereunder except to the extent such

Indemnifying Party is prejudiced by such failure); (ii) reasonable cooperation in the defense or

settlement of such claim, at the sole cost and expense of the indemnifying party; and (iii) the sole

right and authority to control the defense or settlement of such claim.

7. Term and Termination

7.1 The term of this Agreement shall run for the dates set forth on the order sheet until the end of

the work specified in the order sheet, unless earlier terminated as provided herein. The parties may

mutually agree on a shorter terms or specific dates for particular Program components during the

term of this Agreement. Either party may terminate this Agreement at any time on written notice to

the other if (i) the other party becomes subject to any bankruptcy law and/or if the business of such

other party is placed in the hands of a receiver, or trustee in bankruptcy, whether by voluntary act

of such party or otherwise, or (ii) if the other party breaches the Agreement and such breach is

either not cured within thirty (30) days after receipt of notice from the non-breaching party or is

incapable of being cured.


15

7.2 Upon any expiration or termination of this Agreement, the indemnification, confidentiality,

warranty disclaimer and limitation of liability paragraphs of this Agreement shall survive, along

with any accrued but unpaid payment obligations of Client, and any other provisions to the extent

expressly stated to survive in this Agreement.

7.3 If Client attempts to terminate this Agreement, any fees payable under this Agreement for

such period will be invoiced by IEEE GlobalSpec in full. Where Client has already paid the fees in

advance any fees relating to the unused period of the term shall be forfeited by the Client.

8. Limitation of Liability

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY

INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES (INCLUDING,

WITHOUT LIMITATION, LOST PROFITS, LOST BUSINESS, LOSS OF DATA OR

COST OF SUBSTITUTE SERVICES) ARISING OUT OF OR IN CONNECTION WITH

ANY AGREEMENT BETWEEN THE PARTIES, OR THE SERVICES PERFORMED

THEREUNDER UNDER ANY THEORY OF LIABILITY (WHETHER IN CONTRACT,

TORT, STRICT LIABILITY OR OTHERWISE), EVEN IF THAT PARTY HAS BEEN

ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ADDITION, EITHER

PARTY SHALL ONLY BE LIABLE TO THE OTHER UNDER ANY THEORY OF

LIABILITY (WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR

OTHERWISE) FOR ANY DIRECT DAMAGES IN AMOUNT EQUAL TO (A) ACTUAL

DAMAGES OR (B) THE FEES PAYABLE FOR THE SERVICE(S) OR PRODUCT(S)

GIVING RISE TO THE CLAIM DURING THE CALENDAR YEAR IN WHICH THE

EVENT OCCURS, WHICHEVER IS LESS.

9. Independent Contractor

All work performed by IEEE GlobalSpec in connection with the material or services described

hereto, is to be performed by IEEE GlobalSpec as an independent contractor and not as agent of the

Client. Nothing contained in this Agreement shall be construed or applied to create a partnership,

joint venture, or employer/employee relationship between IEEE GlobalSpec and the Client, and

neither party is the agent of the other. All persons furnished by IEEE GlobalSpec shall be considered

solely IEEE GlobalSpec’s employees or agents and IEEE GlobalSpec shall be responsible for

payment of all unemployment, social security and other payroll taxes required by federal, state and

local laws, including contributions from them when required by law. IEEE GlobalSpec shall have no

authority, express or implied, to commit or obligate the Client in any manner whatsoever, except as

may be specifically authorized in writing by an authorized representative of the Client, and shall not

represent to anyone that IEEE GlobalSpec has a right to do so.

10. Anti-Corruption

IEEE GlobalSpec and Client represent and affirm that (i) they will comply with all applicable

country’s laws relating to anti-corruption and anti-bribery, including the US Foreign Corrupt

Practices Act and the UK Bribery Act; and (ii) they will not promise, offer, give or receive bribes or

corrupt actions in relation to the procurement or performance of this Agreement. For the purposes of

this section, “bribes or corrupt actions” means any payment, gift, or gratuity, whether in cash or kind,

intended to obtain or retain an advantage, or any other action deemed to be corrupt under the

applicable country’s laws.

19. Export Control


16

Export laws and regulations of the United States and other relevant local export laws apply to the

advertisements and Licensed Content provided by IEEE GlobalSpec and Client under the Agreement.

Client agrees to comply with all such export laws and regulations, and agrees that it will not export,

re-export, transfer, sell or use the advertisements and Licensed Content to, or in, any destination, or

use the advertisements and Licensed Content in any manner, other than in compliance with the Arms

Export Control Act, 22 U.S.C.2751- 2794, including the International Traffic in Arms Regulation

(ITAR), 22 C.F.R. 120 et seq.; and the Export Administration Act, 50 U.S.C. app. 2401-2420,

including the Export Administration Regulations, 15 C.F.R. 73 0-774; including the requirement for

obtaining any export license or agreement, if applicable.

20. Force Majuere

The performance of this Agreement is subject to acts of God, government authority, riots, epidemics,

unusually severe weather, fire, floods, war, terrorism, embargoes, labor disputes or strikes, or other

cause beyond the parties’ control, which make it inadvisable, commercially impracticable, illegal or

impossible to perform as originally contracted under this Agreement. It is provided that this

Agreement may be terminated for any one or more of such reasons by written notice from one party

to the other without liability.

21. Non-Discrimination

IEEE GlobalSpec is committed to the principle that all persons shall have equal access to programs,

facilities, services, and employment without regard to personal characteristics not related to ability,

performance, or qualifications as determined by the IEEE GlobalSpec’s policy and/or applicable

laws.

IEEE GlobalSpec prohibits discrimination, harassment or bullying against any person because of age,

ancestry, color, disability or handicap, national origin, race, religion, gender, sexual or affectional

orientation, gender identity, appearance, matriculation, political affiliation, marital status, veteran

status or any other characteristic protected by law. The IEEE GlobalSpec expects that its clients,

contractors, vendors or affiliates shall maintain an environment free of discrimination, including

harassment, bullying, or retaliation when those individuals are conducting business with IEEE

GlobalSpec or participating in the IEEE GlobalSpec’s events or activities.

22. Compliance with Laws

Client represents and warrants that it shall comply with all laws and regulations that apply to its

obligations and duties under this Agreement, including, but not limited to, all laws and regulations

concerning data privacy or security or the collection, storage, transfer or other dissemination of data.

23. Security and Privacy

23.1 Client shall comply with all applicable laws and regulations governing Client’s access to and

use of information granted under this Agreement and with respect to fulfilling any and all of its

obligations hereunder (including without limitation, with respect to privacy laws, Personal

Information, protection of data and encryption of credit card information, etc.).

23.2 In no event shall Client collect, or cause or permit the collection of, any Personal Information

from users of IEEE GlobalSpec’s site or that of its network partner sites or place any file or code on

the personal computers, devices, or web browsers of users of IEEE GlobalSpec’s or its network

partners’ sites.

23.3 IEEE GlobalSpec’s privacy policies shall apply to users of IEEE GlobalSpec’s Web Site while


17

users are browsing or viewing IEEE GlobalSpec’s site, and Client shall comply with same. IEEE

GlobalSpec reserves the right, in its sole discretion, to change IEEE GlobalSpec’s privacy policies at

any time, as required by applicable law, without notice to the Client.

23.4 Client shall not disparage IEEE GlobalSpec, nor use any information collected from IEEE

GlobalSpec or its end users as a result of this Agreement to target IEEE GlobalSpec users or in any

way compete with IEEE GlobalSpec, and shall not share any such information with any competitors

of IEEE GlobalSpec nor allow them to do the same.

24. Miscellaneous

24.1 This Agreement constitutes the complete and entire expression of the agreement between the

parties with respect to the subject matter hereof and shall supersede any and all other agreements,

whether written or oral, between the parties, including, without limitation, any print, online and

electronic promotional materials.

24.2 For the term of the Agreement, both parties shall secure and maintain, at its own expense, all

insurance necessary to fulfill their respective obligations under this Agreement. Such insurance

shall be written by an insurance carrier rated “A” or better by A.M. Best Company. IEEE

GlobalSpec has the right, but not the obligation, to request evidence of such insurance.

24.3 The parties may not modify, alter or amend this Agreement except by written instrument duly

executed by authorized representatives of both parties.

24.4 The failure of either party to require strict performance by the other party of any provision

hereof shall not affect the full right to require such performance at any time thereafter, nor shall the

waiver by either party of a breach of any provision hereof be taken or held to be a waiver of the

provision itself.

24.5 Any rights or obligations hereunder may not be transferred or assigned by Client without

the prior written consent of IEEE GlobalSpec. IEEE GlobalSpec reserves the right to assign

some of its obligations to third parties or to use third parties to meet its obligations hereunder

(e.g., without limitation, by using a network of third party sites for ad placement, by using a

third party ad server, etc.).

24.6 IEEE GlobalSpec reserves the right to update these terms from time to time without notice to

the Client.

24.7 This Agreement shall be governed by and construed and enforced in accordance with the laws

of the United States of America and the State of New York, without regard to conflict of laws

principles.

24.8 The parties agree that any action, proceeding, controversy or claim between them arising out

of or relating to this Agreement (collectively, an “Action”) shall be brought only in the United

States District Court for the Southern District of New York (Manhattan) or, if federal jurisdiction is

not available, in a court of competent jurisdiction in the County and State of New York. Each party

hereby submits to the personal jurisdiction and venue of such courts and waives any objection on

the grounds of venue, forum non-conveniens or any similar grounds with respect to any Action.

24.9 Should any provision of this Agreement be held to be void, invalid, or inoperative, such

provision shall be modified to reflect the fullest enforceable intent of the parties, or if such

modification is not possible, severed, and the remaining provisions of this Agreement shall not be

affected and shall continue in full force and effect.


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24.10 Executed counterparts will each be deemed originals. Amendments must be in writing

and signed by duly authorized officer of each party.


19

(SECTION C)


ENGINEERING PRODUCT INSIGHT

1. Client is granted a license to use the Product(s) listed in the Agreement subject to the IEEE

GlobalSpec’s Terms of Agreement (“IEEE GlobalSpec T&Cs”), except where the parties have

executed the IEEE GlobalSpec Master Agreement or any other agreements or addendums in

writing covering the Product(s), the terms of such agreement or addendum will prevail over the

IEEE GlobalSpec T&Cs. The Client may request a copy of the IEEE GlobalSpec T&Cs from its

Account Manager. If Client has any questions about the T&Cs, Client should contact its Account

Manager in the first instance. If IEEE GlobalSpec does not receive any written question or

proposed revisions from Client prior to signing the order form, Client will be deemed to have

accepted and to be bound by the IEEE GlobalSpec T&Cs without any further explanation by IEEE

GlobalSpec.

2. Any special terms and conditions applicable to the Product(s) shall be attached as an

Annexure to the order form.

3. Any order form together with the T&Cs is collectively referred to as “Agreement”. Any

term(s) contained in Client’s purchase order, acknowledgement form, or any other form that is

different from, or in addition to the Agreement; (i) shall not have any effect of modifying or

adding any terms to the Agreement; and (ii) shall be for Client’s internal purpose only. No agent,

employee, or representative of IEEE GlobalSpec has any authority to alter or delete the IEEE

GlobalSpec T&Cs or bind IEEE GlobalSpec to any warranty, covenant or representation

concerning the Product(s) other than as set forth in the Agreement.

4. Subject to the terms of the Agreement, new business quotes are valid for thirty (30) days and

renewal quotes are valid through the current annual subscription expiration date. All capitalized

terms have the same meaning as set forth in the Agreement.

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