These terms and conditions (these “Terms”) govern the sale of podcast, newsletter, and other advertising related to the Real Producers® Podcast (the “RP Podcast”) owned and produced by The N2 Company d/b/a Real Producers and its affiliates (collectively “N2”) to “you”, the advertiser named in the Order Form (the “Order”). Together, the Order and these Terms comprise the entire “Agreement” between you and N2 (the “parties”).

1. Advertising Purchase and Placement. N2 agrees to sell, and you agree to purchase, the advertising specified in the Order (the “Advertising”) and at the rates listed therein. In consideration, N2 agrees to publish the Advertising:

[a] If the Advertising purchased in your Order includes podcast Advertising, you will receive the number of spots and for the duration listed in the Order. Except as otherwise stated in the Order, podcast spots purchased under this Agreement will be placed within the podcast (e.g., pre-roll, mid-roll, or post-roll) at N2’s discretion.  

[b] If the Advertising purchased in your Order includes email newsletter Advertising, you will receive the number of logo placements listed in the Order. Except as otherwise stated in the Order, email newsletter spots purchased under this Agreement will be placed within the newsletter at N2’s discretion.  The email newsletter will be distributed weekly, with a weekly resend to recipients who did not open the original email newsletter.

2. Content Creation. You may provide N2 with the content for the Advertising. Alternatively, N2 may assist in the creation of content for the Advertising. Ads and client-submitted content must be provided to N2 in the format specified by N2 and must adhere to the technical specifications provided.

3. Charges; Billing; and Payment Terms.

[a] You must pay the monthly rates and any ad management or design fees listed on the Order. Prepayment is required, with payment due on or about 30 days before the Advertising is placed. If you are paying by credit card, N2 will charge your card automatically when payment is due, which you hereby authorize. You may not withhold payment for any reason, including a dispute between you and N2.

[b] You must pay interest on all late payments, calculated daily and compounded monthly at the lesser of the rate of 1.5% per month or the highest legal rate. All rates are exclusive of sales taxes (or any other similar taxes) on amounts payable by you hereunder. You are responsible for payment of all federal or state taxes on the sale of ad space and services. Any applicable sales taxes (or other similar taxes) for which you are responsible will be separately stated on your monthly invoice.

4. Non-Exclusivity. This Agreement does not create an exclusive arrangement between you and N2. You may advertise elsewhere, and N2 may sell podcast advertising to others.

5. Performance Metrics. N2 may provide you with access to performance metrics related to the Advertising, such as download numbers, listener demographics, and engagement rates and open rates.

6. Advertiser Obligations and Representations; Indemnification.

[a] You must: (1) respond promptly to any N2 request for direction, information, or approvals that are reasonably necessary for N2 to perform hereunder; and (2) provide such materials, content or information as N2 may reasonably request to perform hereunder in a timely manner.

[b] N2 accepts, publishes, broadcasts, and runs all ads, including those for which N2 has provided creative services, subject to your representations that you are familiar with all laws and regulations applicable to your ads, and that broadcasting such ads will not violate any law or third-party right (e.g., any intellectual property right). N2 will not perform a legal review of your ad(s), and you remain solely responsible for the ad’s contents and for legal and regulatory compliance.

[c] In consideration of N2 running your ads, you will indemnify N2 from and against any losses and expenses (including attorney’s fees) relating to such ads, including those arising from third-party claims or suits for infringement, violation of privacy or publicity rights, or from any and all claims or regulatory breaches.

7. N2’s Discretion as Publisher.

[a] N2 may reject ads that it considers misleading, distasteful, illegal, or otherwise inappropriate. N2 may alter any ad material to make it conform to applicable specifications.

[b] N2 reserves the right to determine (and may change at any time without notice to you) the design, format, content, distribution, frequency, host and title of the RP Podcast or Email Newsletter. If N2 notifies you that the podcast and/or email newsletter are ceasing production, your purchase obligations hereunder will immediately terminate, and such cessation will not constitute a breach of this Agreement by N2.

8. Advertising Content; Intellectual Property. N2 may use any ad published or run under this Agreement to promote N2’s products and services. If N2 supplies content for or designs your ads, the content and the ads are N2’s sole and exclusive property, except for content you supplied or licensed from third parties, and may be supplied to other advertisers. N2 grants you a perpetual, limited, royalty-free, non-exclusive, and non-transferable license to reproduce, publish, and distribute each ad that N2 creates for you.

9. Missed Advertisement and Makegoods. In the event any scheduled advertisement is not broadcast as agreed or includes an error, N2 will offer a make-good ad placement of equivalent value at no additional cost to you (“Makegood”), which will be your only remedy, and N2’s sole liability, for the missed advertisement or error.

10. N2’s Liability; Limitation of Liability; Disclaimer and Waiver.

[a] N2 WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER RELATED TO CONTRACT BREACH, TORT, OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER N2 WAS ADVISED OF POSSIBILITY OF SUCH DAMAGE. N2’S AGGREGATE LIABILITY RELATED TO THIS AGREEMENT, WHETHER RELATED TO CONTRACT BREACH, TORT, OR OTHERWISE, SHALL NOT EXCEED 2 TIMES THE TOTAL OF AMOUNTS PAID TO N2 UNDER THIS AGREEMENT IN THE 12-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

[b] N2 DOES NOT WARRANT THE NUMBER OF RESPONSES TO YOUR ADS, THE NUMBER OF PERSONS WHO WILL BE EXPOSED TO YOUR ADVERTISING, OR ANY OTHER BUSINESS BENEFIT. 

11. Term; Termination.

[a] The term of this Agreement is the period of time between the date you sign the Order or otherwise consent to this Agreement (the “Agreement Date”) and the date that N2 publishes the last ad you committed to purchase under this Agreement.

[b] In addition to N2’s rights under Section 7[b], N2 may terminate this Agreement at any time, with or without notice, for your failure to make payment when due and owing or for N2’s convenience.

[c] You may terminate this Agreement immediately upon written notice if N2 commits a material breach and fails to cure such breach within 30 days of receiving written notice of the breach.  

12. N2’s Remedies. If you do not pay all charges by 30 days after the due date, fail to meet any obligation under this Agreement, or any representation is or becomes untrue, N2 may, without notice: (i) require you to immediately pay all unpaid amounts you owe or will owe for all advertising and services under the entire term of this Agreement, (ii) remove your ads from any broadcast, (iii) suspend or terminate any services, (iv) recover all collection costs and reasonable attorney’s fees, and (v) exercise any other rights or remedies available at law or in equity. If you breach this Agreement, N2 will have no duty to mitigate damages by selling advertisement the same or similar to that purchased by you under this Agreement.

13. Choice of Law and Forum. Texas law governs this Agreement, and the state or federal courts located in Dallas County, Texas are the sole and exclusive jurisdiction for any legal suit, action, or proceeding arising out of or relating to this Agreement. You and N2 irrevocably submit to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

14. Entire Agreement. This Agreement is the only understanding between you and N2, and it supersedes and excludes any understandings or representations, whether written or oral, that may have come before or during it. If conflict between these Terms and the Order, these Terms govern. No terms or conditions in the Order or any instructions or documents that conflict with or alter these Terms will bind N2 unless authorized in writing by an N2 senior executive

15. Miscellaneous. If a court finds any term invalid, illegal or unenforceable, such defect shall not prejudice this Agreement’s other terms. A signed writing is required to modify, amend, or waive any term of these Terms. Any delay in, or partial exercising of, rights is not a waiver. You cannot assign your rights or duties without N2’s written consent; N2 may assign its rights or duties to any third party.