Terms and Conditions for Print and Digital Advertising

Terms and Conditions for Print and Digital Advertising

These Terms and Conditions (these “Conditions”) shall apply to and become a part of any and all
insertion orders (together, a “Contract”) between Hearst Advertising Worldwide HUB, the
trading name of HAW Srl, having its registered office in Milan, Via Bracco, 6 – 20159 (“HAW”) and
the advertiser (the “Advertiser”). The Advertiser understands and accepts that HAW is an
advertising network comprised of participating magazine publishers and website operators (each
“Publisher”) and local sales representatives in certain territories. For the avoidance of
doubt, the Contract is made between HAW and the Advertiser and delivery of the media buy will be made by each
participating Publisher as described in the Insertion Order.

I. PRINT ADVERTISING

DEFINITIONS

  1. In these Conditions attaching to all Insertion Orders relating to print advertising contracts:

    a) “Advertisement” means the advertisement submitted by the Advertiser including
    loose “insert” or other “insert” where appropriate.

    b) “Cancellation” means cancellation of either all or part of the remaining
    unperformed part of the Insertion Order unless the context of the relevant condition makes it clear that
    cancellation of only a specific insertion(s) is referred to.

    c) “Copy” means all material provided by the Advertiser for the Advertisement with
    the intention that such material should appear in the Publisher’s magazine.

    d) “Insertion Order” means the insertion order between HAW and the Advertiser
    relating to each media buy agreed between the parties.

    e) “Working Day” means any day other than Saturday, Sunday or any other day on
    which the banks in Italy are closed.

SUBMISSION AND PUBLICATION OF ADVERTISEMENTS

  1. All Insertion Orders are subject to these Conditions and no variation or addition thereto shall be effective
    unless specifically agreed to in writing by HAW and the Advertiser.
  2. Advertisement rates are subject to revision at any time and the price prevailing at the time the Insertion Order
    is made binds the parties only in respect of the agreed booking as provided in the Insertion Order.
  3. All orders are accepted subject to acceptance of Copy by the Publisher and subject to the receipt by the
    Publisher of any additional information reasonably requested by the Publisher in order for the Publisher to be
    reasonably satisfied that such Copy is acceptable. If the Publisher considers it necessary to modify space or
    alter the date or position of insertion or make any other alteration HAW shall notify the Advertiser of this as
    soon as possible. HAW reserves the right in its absolute discretion to require the Advertiser to amend any
    artwork, materials or copy for and relating to any Advertisement or to omit or suspend an Advertisement (for
    example if it is libellous, unlawful, defamatory, pornographic, socially unacceptable, insensitive or otherwise
    contrary to editorial policy).
  4. It is the Advertiser’s responsibility to check the correctness of the Advertisement. The Advertiser represents
    and warrants that any Advertisement submitted by it for publication shall comply with all applicable laws,
    legislation, regulations, codes of practice and is not an infringement of any other party or person’s rights.
    The Advertiser warrants that the Advertisements are legal, truthful, honest and decent. The Advertiser hereby
    grants a worldwide non-exclusive, fully paid license to HAW and each Publisher to reproduce and display the
    Advertisement (including all contents, trademarks and brand features contained therein).

LIABILITY

  1. HAW shall cause each Publisher to exercise reasonable care and skill in the handling and publishing of the
    Advertisement but where the Advertisement is not published in the manner specified in the Agreement, HAW’s
    maximum liability to the Advertiser shall, at the option of HAW, be limited to either:

    (a) grant to the Advertiser a reasonable discount/special rate applicable to the advertising rate of the
    Advertisement;

    (b) causing the Publisher to publish the Advertisement as soon as is reasonably possible in the period
    following the period during which the Advertisement was scheduled to run; or

    (c) refund to the Advertiser the amount of any payment made by the Advertiser to HAW for the Advertisement.

CANCELLATION; TERMINATION

  1. The Advertiser may cancel any Contract before the booking deadlines as published by each Publisher, of which HAW
    will inform the Advertiser upon their request.
  2. The Advertiser remains liable to HAW for amounts due for any custom content or development provided by the
    Publisher prior to the effective date of termination of the Agreement.
  3. Either HAW or the Advertiser may terminate the Contract at any time if the other party is in material breach of
    its obligations hereunder, which breach is not cured within six (6) Working Days after receipt of written notice
    thereof from the non-breaching party, except as otherwise provided in the Contract.

COPY

  1. All Copy shall be supplied by the Advertiser to HAW and/or the Publisher by the last Working Day for receiving
    Copy as agreed between the parties.
  2. After publication of the Advertisement, HAW at its discretion, shall cause the Publisher to destroy or return
    the Advertiser’s property, originals, artwork, type, mechanicals, digital files and proofs, positives etc. The
    Advertiser’s property, originals, artwork, type, mechanicals, digital files and proofs, positives etc. are held
    by the Publisher at the Advertiser’s own risk and should be insured by the Advertiser against loss or damage
    from whatever cause.
  3. Advertisements will be published to the representation as provided by file (or other accepted medium) by the
    Advertiser. Reasonable standard charges may apply where production work of any kind is required to put the
    Advertisements in a form suitable for publication for any reason and at any stage. HAW shall notify the
    Advertiser of such charges in writing after receipt of Copy.

TERMS OF PAYMENT

  1. Unless otherwise agreed, the Advertiser shall pay HAW within [thirty (30)] days of its receipt of HAW’s invoice.
    HAW may charge interest on any outstanding balances owed by the Advertiser at the rate of [4%] above the base
    rate of HSBC Bank plc from the due date of the invoice until the balance is fully paid.
  2. Any advertising rates are subject to variation arising from any government taxes and levies.

II. DIGITAL ADVERTISING

DEFINITIONS

    In these Conditions attaching to all Insertion Orders relating to digital advertising contracts:

    a) “Advertisement” means advertisements submitted by the Advertiser to be
    displayed on the Sites, Services and Applications as set forth in the Insertion Order.

    b) “Cancellation” means cancellation of either all or part of the remaining
    unperformed part of the Insertion Order unless the context of the relevant condition makes it clear that
    cancellation of only a specific insertion(s) is referred to.

    c) “Copy” means all material provided by the Advertiser for the Advertisement
    with the intention that such material should appear on the Publisher’s Sites, Services and Applications
    as set forth in the Insertion Order.

    d) “Insertion Order” means the insertion order between HAW and the Advertiser
    relating to each media buy agreed between the parties, including Digital Display Advertising, Social
    Ignition, Local Content Production and Programmatic

    e) “ Sites, Services and Applications” means websites, mobile domain sites,
    social media channels, web-based applications and other electronic, digital, mobile and/or other
    non-print modes and platforms for distribution of editorial content.

    f) “Digital Display Advertising” means page, screen or banner ads on the
    Sites, Services and Applications.

    g) “Social Ignition” means the advertisements on social media feeds that are
    centrally executed by HAW or its affiliate through the Publisher’s social media account.

    h) “Local Content Production” means local digital content production.

    i) “Programmatic” means the use of automation in selling advertorials.

    j) “Working Day” means any day other than Saturday, Sunday or any other day
    on which the banks in Italy are closed.

    k) "Approved Partner" means an entity listed on Schedule 1 to these Data
    Protection Terms.

    l) "C-to-C Transfer Clauses" means the Standard Contractual Clauses for
    Controller-to-Controller transfers approved by EC Commission Decision of 27 December 2004.

    m) "Data Collection Technologies" means cookies, web beacons, tags, scripts,
    pixels, local shared objects, software development kits and other technologies capable of colleting or
    storing information about a computer, device, software or other means used to access or communicate with
    a Digital Property.

    n) "Data" means any data or information collected by Data Collection
    Technologies on or in connection with (i) the Sites, Services and Applications with an EEA URL (e.g.,
    www.elle.com/uk) or (ii) in respect of data subjects in the EEA accessing Sites, Services and
    Applications with a non-EEA URL (e.g., www.elle.com), including, in each case, but not limited to,
    information about a computer, device, browser and operating system (e.g., type, model, or version),
    Internet protocol (IP) address, device identifiers (e.g., mobile advertising IDs), and information about
    data subjects' interactions with the Sites, Services and Applications, including browsing activities and
    clickstream data that reflects content or ads accessed, clicked on, or viewed.

    o) "Data Protection Laws" means the following to the extent they are
    applicable (each as amended or replaced from time to time): (1) any national data protection laws such
    as the United Kingdom ("UK") Data Protection Act 1998; (2) Regulation (EU) 2016/679 (the "Regulation")
    together with any national laws implementing the same; and (3) European Directive 2002/58/EC (the
    "e-Privacy Directive") together with any national laws implementing the same.

    p) "EEA" means the European Economic Area, Switzerland and post the UK
    leaving the European Union ("Brexit"), the UK.

    q) the terms "data subject", and "personal data" have
    the meanings given to them by the Regulation; and

    r) "Privacy Shield" means the EU-U.S. Privacy Shield framework, the
    Swiss-U.S. Privacy Shield framework and any new frameworks that come into effect established by the U.S.
    Department of Commerce or other competent agency or authority, located at
    https://www.privacyshield.gov/EU-US-Framework, as each of these frameworks may be amended from time to
    time.

SUBMISSION AND PUBLICATION OF ADVERTISEMENTS

  1. All Insertion Orders are subject to these Conditions and no variation or addition thereto shall be effective
    unless specifically agreed to in writing by HAW and the Advertiser.
  2. Advertisement rates are subject to revision at any time and the price prevailing at the time the Insertion Order
    is made binds the parties only in respect of the agreed booking as provided in the Insertion Order.
  3. All orders are accepted subject to acceptance of Copy by the Publisher and subject to the receipt by the
    Publisher of any additional information reasonably requested by the Publisher in order for the Publisher to be
    reasonably satisfied that such Copy is acceptable. If the Publisher considers it necessary to modify space or
    alter the date or position of insertion or make any other alteration HAW shall notify the Advertiser of this as
    soon as possible. HAW reserves the right in its absolute discretion to require the Advertiser to amend any
    artwork, materials or copy for and relating to any Advertisement or to omit or suspend an Advertisement (for
    example if it is libellous, unlawful, defamatory, pornographic, socially unacceptable, insensitive or otherwise
    contrary to editorial policy).
  4. It is the Advertiser’s responsibility to check the correctness of the Advertisement. The Advertiser represents
    and warrants that any Advertisement submitted by it for publication shall comply with all applicable laws,
    legislation, regulations, codes of practice and is not an infringement of any other party or person’s rights.
    The Advertiser warrants that the Advertisements are legal, truthful, honest and decent. The Advertiser hereby
    grants a worldwide non-exclusive, fully paid license to HAW and each Publisher to reproduce and display the
    Advertisement (including all contents, trademarks and brand features contained therein).
  5. Except as otherwise expressly provided, positioning of Advertisements within the Publisher’s properties or on
    any page is at the sole discretion of the Publisher, and the Publisher will not be prohibited from also carrying
    Advertisements for any product or business competitive to the product or business of the Advertiser.

LIABILITY

  1. HAW shall cause the Publisher to exercise reasonable care and skill in the handling and display of the
    Advertisement but where the Advertisement is not displayed in the manner specified in the Contract
    (including
    failure to deliver the number of impressions provided in the Initial Sale Agreement), HAW’s maximum
    liability to
    the Advertiser shall, at the option of HAW, be limited to the following:

    a) HAW shall work with the Advertiser and make good for such time as is necessary to generate a number
    of substitute impressions equal to the shortfall (or a replacement Advertisement if provided by the
    Advertiser) or

    b) refund that proportion of the amounts paid which relate to those Advertisements and/or impressions
    which were not provided.

CANCELLATION

  1. The Advertiser may cancel any Contract before the booking deadlines as published by each Publisher, of which HAW
    will inform the Advertiser upon their request.
  2. The Advertiser remains liable to HAW for amounts due for any custom content or development provided by the
    Publisher prior to the effective date of termination of the Agreement.
  3. Either HAW or the Advertiser may terminate the Contract at any time if the other party is in material breach of
    its obligations hereunder, which breach is not cured within ten (6) Working Days after receipt of written notice
    thereof from the non-breaching party, except as otherwise provided in the Contract.

COPY

  1. Copy must be supplied by the Advertiser to HAW and/or the Publisher on the last Working Day for receiving Copy
    as agreed with the Publisher to provide sufficient time for the Publisher to upload creative, materials and ad
    tags necessary for the proper display of the Advertisement on the Publisher’s Sites, Services and Applications,
    as applicable.
  2. After publication of the Advertisement, HAW at its discretion, shall cause the Publisher to destroy or return
    the Advertiser’s property, originals, artwork, type, mechanicals, digital files and proofs, positives etc. The
    Advertiser’s property, originals, artwork, type, mechanicals, digital files and proofs, positives etc. are held
    by the Publisher at the Advertiser’s own risk and should be insured by the Advertiser against loss or damage
    from whatever cause.
  3. Advertisements will be displayed to the representation as provided by file (or other accepted medium) by the
    Advertiser. Reasonable standard charges may apply where production work of any kind is required to put the
    Advertisements in a form suitable for display for any reason and at any stage. HAW shall notify the Advertiser
    of such charges in writing upon receipt of Copy.

ADVERTISING IMPRESSIONS

  1. Except as otherwise expressly agreed in the Contract, HAW does not make any guarantees with respect to usage
    statistics or levels of impressions for any Advertisement. Unless otherwise agreed, delivery statistics provided
    by the Publisher are the official, definitive measurements of HAW’s performance on any delivery obligations
    agreed in the Contract and no other measurements or usage statistics (including those of the Advertiser or a
    third party ad server) will be accepted or have bearing on the Contract.
  2. In the event that any guaranteed total impressions (“GTI”) figure is not reached, HAW shall work with the
    Advertiser to either refund a proportion of the fee, pro rata to the shortfall, or to extend the period the
    Advertisement is displayed until the GTI target is reached. In the event that the GTI figure is reached prior to
    the agreed period the Advertisement will be displayed, HAW shall notify the Advertiser thereof and reserves the
    right to cease publication of the Advertisement.

TERMS OF PAYMENT

  1. Unless otherwise agreed, the Advertiser shall pay HAW within thirty (30) days from the date of HAW’s invoice.
    HAW may charge interest on any outstanding balances owed by the Advertiser at the rate of 4% above the base rate
    of HSBC Bank plc from the due date of the invoice until the balance is fully paid. The Advertiser shall pay the
    invoiced rate with the currency indicated in the Insertion Order.
  2. Advertising rates are subject to variation from any government taxes and levies.
  3. If the Advertiser is negotiating and accepting the Insertion Order on behalf of an advertising client, the
    Advertiser shall cause its advertising client to provide HAW with a signed written notice on such advertising
    client’s letterhead. The written notice shall (i) verify the Advertiser’s ability to accept any Insertion Order
    on the advertising client’s behalf and (ii) provide specific invoicing instructions and any other applicable
    details. Such written notice shall be provided to HAW prior to the Advertiser’s acceptance of any Insertion
    Order and shall remain in effect for subsequent Insertion Orders accepted by the Advertiser on behalf of such
    advertising client until HAW is otherwise notified in writing by such advertising client.

DATA PROTECTION TERMS (“GDPR REGULATION”)

  1. Advertiser desires to collect, receive, analyse and use information about how consumers and others interact with
    the Sites, Services and Applications, including Advertisers' advertising on such Sites, Services and
    Applications.
  2. Advertiser provides the following warranties and undertakings with respect to its advertising on the Sites,
    Services and Applications:

    a) Advertiser will only use Data Collection Technologies provided by Approved Partners to collect Data
    on or from the Digital Properties, including Data Collection Technologies that may be embedded in any
    creative or works that Advertiser (or any other entity acting on behalf of Advertiser) provides to HAW.

    b) Advertiser will process any and all Data in compliance with Data Protection Laws applicable to
    Advertiser and will not knowingly cause HAW to breach Data Protection Laws applicable to HAW. Advertiser
    further warrants that it will comply in connection with its use of the Data Collection Technologies and
    processing of Data with applicable industry self-regulatory principles, such as the Digital Advertising
    Alliance's Self-Regulatory Principles for Online Behavioural Advertising and codes issued by the
    European Advertising Standards Alliance.

    c) Advertiser will use the Data only for (i) advertising or marketing Advertiser's products and services
    through online advertising (including targeted advertising), (ii) measuring and analysing the
    performance, effectiveness and reach of Advertiser's advertising campaigns or marketing efforts on the
    Sites, Services and Applications, and (iii) Advertiser's internal legitimate business purposes. If
    Advertiser is legally required to process the Data for other purposes, it will notify HAW before such
    processing occurs, unless the law requiring such processing prohibits Advertiser from notifying HAW. The
    foregoing will not be deemed to expand Advertiser's rights to use Data in the event that Advertiser has
    agreed to more restrictive terms in connection with its purchase of advertising on the Sites, Services
    and Applications (e.g., the IAB Standard Terms and Conditions).

    d) Advertiser will not circumvent or avoid the effect of any affirmative action taken by a data subject
    to not allow Data Collection Technologies on the Sites, Services and Applications and expressed through
    a cookie-consent solution or browser, operating system, application or device setting to prevent the
    collection of Data, such as the blocking of cookies through browser controls.

    e) Advertiser has implemented and will maintain appropriate technical and organisational measures to
    ensure the security and integrity of the Data while such data is in Advertiser's custody, control or
    possession (or any sub processor retained by Advertiser) as may be necessary to achieve compliance with
    Data Protection Laws. Advertiser shall immediately inform HAW of any actual or suspected breach of the
    security and integrity of the Data while such data is in Advertiser's custody, control or possession (or
    any sub processor retained by Advertiser).

    f) Advertiser will inform HAW, in writing, as soon as is reasonably practicable if it receives any
    complaint, notice or allegation from any data protection authority or any data subject alleging
    non-compliance with Data Protection Laws.

    g) Advertiser will provide HAW with any reasonable assistance HAW requires to comply with its
    obligations under Data Protection Laws and will not perform its obligations under these Data Protection
    Terms in such a way as to cause HAW to breach any of its obligations under Data Protection Laws.

    h) Advertiser will deal promptly and properly with all inquiries from HAW relating to the Data or these
    Data Protection Terms.

  3. (A) To the extent that the provision of the Data by Advertiser to HAW involves the transfer of Personal Data
    from the EEA to outside the EEA (either directly or via onward transfer) to any country or recipient which
    has
    not been recognised by the European Commission as offering an adequate level of protection for Personal Data
    transferred to it from the EEA, Advertiser agrees:

    a) To comply with the C-to-C Transfer Clauses whereby HAW will be regarded as the Data Exporter and
    Advertiser will be regarded as the Data Importer. The Parties signature to these Data Protection Terms
    shall be considered as signature to the C-to-C Transfer Clauses; or

    b) That where Advertiser has provided HAW with a current and valid Privacy Shield certification, it
    warrants that:

    (i) it participates in the Privacy Shield framework and will maintain an active and valid
    Privacy Shield certification;

    (ii) the Data is covered by Advertiser's Privacy Shield certification; and

    (iii) it will process the Data in accordance with that certification, its Privacy Shield privacy
    policy and the Privacy Shield Principles.

    (B) In the event that:

    a) the C-to-C Transfer Clauses or Privacy Shield are amended, replaced or repealed by the European
    Commission, under Data Protection Laws or as a result of Brexit;

    b) Advertiser fails to, or elects not to reaffirm its Privacy Shield certification or is otherwise
    designated as an "inactive" Privacy Shield participant; or

    c) Advertiser amends its Privacy Shield certification to no longer cover one or more types of Data;

    the Parties shall work together in good faith to enter into an appropriate data transfer agreement or
    negotiate
    in good faith a solution to enable the transfer of the Data to be conducted in compliance with Data
    Protection
    Laws.

    Each party shall defend, indemnify and hold harmless the other party and the other party's officers,
    directors
    and employees, from and against any and all liabilities, damages, losses, expenses, demands, claims, suits
    or
    judgments, including all reasonable attorneys' fees, costs and expenses, resulting from a third party claim
    arising out of the indemnifying party's breach of its warranties, undertakings and obligations hereunder,
    provided, however, that a party will not be required to indemnify the other party pursuant to the foregoing
    to
    the extent the indemnification obligation would not have arisen but for the other party's breach.

    In no event will HAW's liability arising out of or related to this agreement, whether arising out of or
    related
    to breach of contract, tort (including negligence) or otherwise, exceed the aggregate amounts paid or
    payable to
    HAW by Advertiser for advertisements on the Sites, Services and Applications in the 12 month period
    preceding
    the event giving rise to the claim. In no event will HAW be liable to the advertiser for any indirect,
    special,
    punitive, exemplary, incidental or consequential damages of any kind, including, without limitation, lost
    profits, however arising, whether in contract, tort, or otherwise, regarding this agreement, even if such
    party
    has been advised of the possibility of such damages.

IV. GENERAL (Applicable to Print and Digital Advertising)

  1. All advertisement on HAW's magazines and Sites, Services and Applications shall be subject to this Contract and
    no variation or addition thereto shall be effective. Any other terms or conditions sought to be imposed by the
    Advertiser are expressly excluded.
  2. The Advertiser will defend, indemnify and hold harmless, the Publisher for all costs, expenses, damages or
    liabilities (including reasonable attorneys’ fees) in respect of any third party claim made against HAW and/or
    the Publisher in connection with the Advertiser’s breach of the representations and warranties the Advertiser
    makes in this Contract or relating to the content of the Advertisement or its publication thereof.
  3. If the Advertiser is an advertising agency, the Advertiser represents, warrants and undertakes that it has full
    authority to enter into the Contract on behalf of, and to bind, the company whose products or services are being
    promoted. Notwithstanding the foregoing, such advertising agency and its client are jointly responsible for any
    liabilities, payments and obligations owing to HAW and/or a Publisher hereunder.
  4. Neither party may assign or transfer any of its rights under the Contract to any third party; provided, however,
    that HAW may assign or transfer its rights hereunder to HAW’s affiliate without the Advertiser’s prior consent.
  5. Each party hereunder warrants that it will duly observe all applicable laws, legislation, regulations, codes of
    practice (including any industry guidance and standards), including without limitation any applicable data
    privacy and protection laws.
  6. Excluding Advertiser’s indemnification obligations set forth in this section 2. and the parties’ respective
    confidentiality obligations set forth in this section 7. and unless otherwise provided in the Contract, in no
    event will any party under this Agreement be liable for any consequential, indirect, incidental, punitive,
    special, or exemplary damages whatsoever, including, but not limited to, damages for loss of profits, business
    interruption, loss of information, and the like, incurred by another party arising out of this Agreement, even
    if such party has been advised of the possibility of such damages.
  7. The Advertiser and HAW warrant that the terms of the Contract and any information given to the other party which
    ought to reasonably be treated as confidential shall be treated as such and such information shall not be
    disclosed by either party without the prior written consent of the other unless disclosure is required by law or
    is necessary to establish the rights of either party under the Contract. For the avoidance of doubt, HAW is
    permitted to share the Advertiser’s confidential information with its affiliates or any Publisher in connection
    with satisfying the media buy provided in the Contract or otherwise on a need to know basis. Information that
    (i) was previously known to the receiving party; (ii) was or becomes generally available to the public through
    no fault of the receiving party; (iii) was rightfully in the receiving party’s possession free of any
    confidentiality obligation prior to disclosure by the disclosing party; (iv) was developed by the receiving
    party independent of the disclosing party’s confidential information, shall be not constitute confidential
    information hereunder.
  8. These Conditions together with the Insertion Order shall constitute the entire agreement between the parties
    with regard to its subject matter and shall supersede all prior understandings, commitments and undertakings
    that either party may have given.
  9. Should any provision or condition of these Contract be held or declared invalid, unlawful or unenforceable by a
    competent authority or court, then the remainder of the Section III. “Data Protection Terms” shall remain valid.
  10. These Conditions and all other terms of the Insertion Order shall be construed in accordance with the laws of
    English Law, without regard to the principles of conflict of laws. Any dispute, controversy or claim arising out
    of, relating to, or in connection with the Contract, including any question regarding its existence, validity,
    interpretation, breach or termination (a “Dispute”), shall be finally resolved by arbitration of a tribunal (the
    “Tribunal”) under the Rules of Arbitration of the International Chamber of Commerce (“ICC Rules”), which are
    deemed to be incorporated by reference into this clause. The Tribunal shall consist of three (3) arbitrators
    (the “Arbitrators”) who shall be lawyers with experience in international contracts. Two of the Arbitrators
    shall be nominated by the respective parties in accordance with the ICC Rules and the third, who shall be the
    chairman of the Tribunal (the “Chairman”), by the two party-nominated Arbitrators within thirty (30) days of the
    last of their appointments. Save that, if either party should fail to nominate an Arbitrator within thirty (30)
    days of receiving written notice of the nomination of an Arbitrator by the other party, the second Arbitrator
    shall, at the written request of the party which has already made a nomination, be appointed forthwith by the
    International Chamber of Commerce. Likewise, if the party-nominated Arbitrators fail to make an agreed
    nomination for the Chairman within thirty (30) days of the last of their appointments, the Chairman shall, at
    the written request of either party, be appointed forthwith by the International Chamber of Commerce. Any party
    that does not make a timely selection of an arbitrator shall be deemed to have selected the other party’s
    arbitrator as its own whereupon the arbitral Tribunal shall consist of one arbitrator. The seat of the
    arbitration shall be London, England. The language of the arbitration shall be English. Any award of the
    arbitrator shall be final and binding from the day it is made, and the parties hereby waive any right to refer
    any question of law and any right of appeal on the law and/or merits to any court, but may seek enforcement of
    the award by such Tribunal in any court of competent jurisdiction. Nothing herein shall be construed as
    preventing either party from seeking conservatory, injunctive or similar interim relief in any court of
    competent jurisdiction in the event of a breach by a party of these Conditions or any other terms of the
    Contract.
  11. No person who is not a party to the Contract has any right under the Contracts (Right of Third Parties) Act 1999
    to enforce any part of the Contract.
  12. To the extent of any inconsistency or conflict between these Conditions and any terms for the purchase of
    advertising on the magazines and on the Sites, Services and Applications (or any other terms HAW has agreed with
    Advertiser), and any other general conditions applied these Conditions shall prevail, except as expressly set
    forth herein.
  13. These Conditions may only be amended, modified or supplemented by an agreement in writing signed by each party
    hereto that expressly references these Conditions. No waiver by any party of any of the provisions hereof shall
    be effective unless explicitly set forth in writing as a waiver of these Conditions and signed by the party so
    waiving.

The Advertiser declares to have fully read, understood and accepted these Terms and Conditions.

The Advertiser
Corporate name: ________________________
Name and Surname of the signatory: _______________________
Date and signature: ________________________