IDG Strategic Marketing Services

IDG Consumer & SMB | IDG Enterprise | IDG UK TechNetwork

Terms and Conditions for Statement of Work

The following terms and conditions, as applicable, shall apply to and become a part of any Statement of Work (Advertising Units) (“the SOW”) entered into by Client (“Client”) and any IDG Strategic Marketing Services (“IDG”).

A. Ownership and Usage Rights of Deliverables

For the purpose of this Agreement, the term deliverables (“Deliverables”) shall mean all customproduced content and research produced on Client’s behalf by IDG including but not limited to: manuscript content (text); repurposed editorial content (modified licensed IDG editorial content); research (i.e. questionnaire, respondent data, analysis and reports); native video and audio files; webcast files; and magazines.

Subject to the intellectual property rights of any third party content providers (“Third Party IP”), IDG preexisting intellectual property rights (“IDG IP”), and usage terms set forth in the paragraph below, Client will have ownership rights in the Deliverables.

The Client will have limited usage rights in following assets that may be incorporated into the Deliverables: (i) Third Party IP, including but not limited to: licensed third-party analyst content and data all licensed artwork and illustrations; video (see Sec. A.1 below); assets produced on third-party application platforms (not exclusive to but including: webcasts, virtual conferences, special advertising units); and (ii) IDG IP (as defined in Sec. F below). Unless otherwise set forth in this Agreement, licensing and usage rights for the aforementioned is twelve (12) months from the point of Program delivery.

Except as provided in this Agreement, or otherwise permitted by IDG, Client may not modify the Deliverables.

Deliverables that involve monthly licensing, hosting, maintenance and management fees (including but not limited to microsites, editorial guide sponsorships, IDG Website sponsorships) will be limited to 3 months, unless otherwise set forth in the SOW.

The Client represents and warrants that the Client has valid ownership rights in the Client Assets (defined as Client’s intellectual property as may be provided to IDG for use in connection with the Deliverables) and the use of such Client Assets in the Deliverables, will not infringe or violate any copyright, trademark, patent, contract right or other right of any person.

1. License Terms for Video.

The Client hereby grants to the Company a non-exclusive, royalty free and worldwide license to use any and all video content created under this Agreement (the “Video Products”) for the Client’s marketing purposes, for the license period set forth below. Subject to Section B.4 below, Client agrees that the Video Products shall be exclusively available for website use, without modification, by the Client for a period of five (5) years beginning on the date of delivery of the final Video Product. Except as provided in this Agreement, or otherwise permitted by IDG, Client may not modify the Deliverables.

B. Standard Program Assumptions The following are assumed unless otherwise noted in the SOW.

1. General Assumptions

i. Deadlines: Client-driven deviations from project schedules (missed deadlines) may impact stated Deliverable due dates.

ii. Revisions: Deliverables include three (3) rounds of Client input and approvals. Additional rounds of revisions may be requested, but must be within the original scope of the Deliverables, and are subject to additional fees billed at a rate of £130 per hour. Revisions that are outside of the original scope of the Deliverable, shall require the Agreement, including pricing, to be amended accordingly.

iii. Co-Branding: Products produced by IDG, including promotions, may, upon Client’s request, include IDG’s business/brand logos with “Strategic Marketing Services Group” included below the logo. Use of standalone IDG logos are not permitted. Client agrees to comply with any logo style and use guidelines provided by IDG.

2. Print Magazine Advertorials: Print magazine advertorials will carry ASME-sanctioned Special Advertising Supplement/Special Advertising Section labelling.

i. Competitive Separation: IDG will make best efforts to honour competitive separation requests, but may require waivers in certain instances. To honour all competitive separation requests, issue dates may need to be altered.

3. Program Leads

i. Lead Guarantees: Lead guarantees not fulfilled by IDG within the agreed-upon Program period will be delivered within a mutually agreed-upon timeframe (no longer than 90 days). This shall be Client’s sole remedy in the event that Lead Guarantees are not fulfilled.

ii. Lead Duplication and Lead Scrubbing: IDG will use commercially reasonable efforts to eliminate all duplicate leads/registration entries against guaranteed lead counts only when specified within the Agreement. IDG will scrub leads to filter out bogus lead/registration entries from the guaranteed lead count and lead files.

iii. Underlying Customer Data: Notwithstanding the foregoing, Client agrees that IDG shall maintain its rights in and to the underlying customer data of IDG, from which the Leads may be derived. iv. Lead Criteria: Unless otherwise stated in the SOW, pricing represents worldwide leads with no filters/criteria. Standard leads do not include supplemental lead criteria beyond standard, industry-recognized business card data (company name, company size, industry classification, personal contact information, job title/function). Additional lead criteria may be added for a supplemental cost. v. Supplemental Lead Registration Data: Standard registration does not include supplemental registration questions such as purchase plans, intent to purchase, role in purchasing decision, etc. Addition of such supplemental questions may result in supplemental, per-lead costs.

vi. Lead Generation Registration Hosting: IDG hosts’ registration for programs that include lead generation guarantees.

vii. Lead Reporting Frequency and Formats: Maximum frequency will be set at weekly reporting. Leads will be delivered in Excel (XLS/XLSX) or comma delimited (CSV) format, unless otherwise agreed to by the parties. Lead data does not become a deliverable until it is compiled and delivered to Client.

viii. Online Program and Lead Promotions: IDG determines what inventory items are used and at what quantities, and is under no obligation to share such details before, during, or after promotions run. Banner inventory is not guaranteed. This would pertain to online promotions tied to, but not exclusive to, custom Web sites and lead generation tactics.

4. Content and Designed Products

i. Word Counts: The standard word count is approximately 500 words for full text pages. Covers/first pages, pages with charts/graphics or table of contents pages will have approximately 250 words per page.

ii. Design and Layout: PDF or eBook formatted assets include basic layout and design. Manuscript assets are in HTML/text copy.

iii. Artwork: Standard art used in the Program will be third-party stock art. Artwork rights are limited to use in the format and distribution specifically scoped in this Agreement and for a twelve-month period. Additional licensing rights for expanded use or duration of use can be included for a supplemental fee.

iv. Custom Artwork: Custom illustrations or originally commissioned photography are not included, but can be added for a supplemental fee.

v. Digital Document Format: Standard format is in Adobe PDF.

vi. Client Power Point Presentations: For Client Power Point Presentations, IDG’s fee includes a discussion guide, including a detailed outline with primary and secondary presentation points, speaker notes and speaker questions. Any other elements, including the creation of speaker scripts, may be requested, and are subject to a supplemental fee.

5. Video Assumptions:

Video is a standalone rich media video file (not a webcast). Recommended TRT (Total Run Time) is between 30 seconds to 2 minutes. Location of video production assumes all aspects of video production shall be as set forth in the SOW project scope description.

i. Pre-Production:

A video producer will be assigned as to ensure expectation of each phase and creative development. Once this takes place and is agreed upon, the following steps will align into an overall production schedule with attached Client approval dates including revisions.

a) IDG will schedule a creative call after IDG has received a signed order and submit a creative brief after the call. Client can ask for one revision.

b) Creative art, if applicable, is submitted with the creative brief. Client can ask for alternate options, but this is a broad starting place and not storyboards for the specific project.

c) Script (when applicable—interview outline questions) is written based on the creative brief. Client can ask for one revision.

All stages of pre-production will include Client communication (based on a final timeline/production schedule) and prior knowledge set within the original SOW. The pre-production phase is the blueprint for the entire video production. This would include all crew information, logistics, call sheets, production site plan (on-location and/or studio) and post-production flow etc.

ii. Production:

In-studio and/or on-location with crew includes any graphic animation/motion graphics. Timeline/schedules will be determined by creative development of each program. If there are delays in video production scheduling due to client changes then the client shall be liable for any associated costs. The client will be notified as soon as the IDG team is aware of the possible situation.

iii. Post Production:

a) Stage one of post: IDG will deliver a rough cut of a video. Except in rushed situations, this will be fairly well finished. IDG will typically be making changes after this point (colour treatment, sound mix, possibly final narration track, another level of refinement to the edit, final graphics and titles). The Client can request one revision here. Changes at this point can’t contradict prior stages or be things that should have been addressed then (script changes). Any re-shoots will be a change in scope and charges will be determined.

b) Stage two of post: IDG will deliver a final cut. This is the final video.

iv. Overall Production Assumption:

At all stages, Client requests need to be comprehensive and combined. Change requests to videos need to be marked with timecode so IDG can easily identify those moments. If required, a status call will be scheduled to go over any feedback for clarification.

– Any steps that backtrack, either contradicting prior steps or something that should have been added during previous workflow stages, are subject to additional costs via a change of scope.

– Videos can be reformatted and/or compressed as necessary. Otherwise, any modification is prohibited unless approved by IDG.

v. Videos shot outside of an IDG Studio:

Any videos shot on a non-IDG location do not account for extra costs due to unions, or contractors that must be used in association with the location or venue.

vi. Webcast Assumptions:

a) Webcasts: The standard format for webcasts is a 30-45 minute on-demand audio slidecast.

b) Custom Webcast Moderators: IDG furnishes a moderator for each custom Webcast event. Supplemental third-party speakers can be added at a supplemental cost.

c) Custom Webcast Presentation: Webcast presentation materials (including PowerPoint presentations) are to be furnished by the Client.

d) Moderators/Presenters: Will be IDG Strategic Marketing Services Group editors.

7. Custom Developed Web Sites

i. IDG will obtain Website domains for the Program, at Client’s cost and expense. Client will be identified, as the sponsor of such Websites and these sites can, as requested by Client, be cobranded with IDG or private-labelled. IDG maintains rights to all registration data that is collected and shared with the Client. Upon expiration or termination of the SOW, provided all of Client’s payment obligations have been fulfilled and provided that the Website is no longer co-branded (as applicable), the domain will be transferred to Client.

ii. IDG privacy policy will be posted as appropriate and shall apply to the handling of captured registration data.

iii. Client will be identified, as applicable, as the sponsor of the Website and its privacy policy will be linked from registration form. In addition, IDG will post its privacy policy link on the registration form. iv. Hosting: IDG, or its vendors, will make arrangements for Website hosting with a third-party Internet Service Provider.

v. Website reporting will be provided monthly, using either Google Analytics or JW Player. User-level IP tracking is not included. Custom site reporting includes: total site visits, unique visits, site page views; aggregate average session duration; downloads and Accela registration data (if applicable).

8. Payment Terms

i. Unless otherwise agreed to by the Parties in writing, IDG does not accept Sequential Liability as outlined in Section III (c) of the IAB Standard Terms Version 3.0 (http://www.iab.net/media/file/IAB_4As-tsandcs-FINAL.pdf). Any Agency request to insert a Sequential Liability provision into an IO must be accompanied by a Letter of Financial Responsibility signed by the Client, in a form reasonably acceptable to IDG.

ii. Notwithstanding the provisions of Section III of the Standard Terms, all invoices are due thirty (30) days after the invoice date and shall be considered late if payment is not made within thirty (30) days after the invoice date. If Client believes an invoice is inaccurate, it must notify IDG within thirty (30) days after receipt of the invoice or the invoice will be deemed accepted. Any amounts not paid within thirty (30) days will be subject to a finance charge equal to one and one-half percent (1.5%) per month, or the highest rate allowable by law, whichever is less, determined and compounded daily from the date due until the date paid. If an invoice is not paid within ninety (90) days after the invoice date, IDG will not pay Agency commissions with respect to that invoice. IDG shall have the right to recover all actual costs, including but not limited to reasonable legal fees, incurred in the collection of late or delinquent payments. IDG may accept any check or payment without prejudice to its rights to recover the balance due or to pursue any other right or remedy.

C. Independent Contractor

The Company will perform the Services under the SOW as an independent contractor. The Client will retain control over, and responsibility for, all decisions affecting its business.

D. Non-Disclosure In connection with the SOW, IDG may obtain information relating to Client that is confidential and proprietary in nature (“Confidential Information”).

Such Confidential Information includes, but is not limited to, trade secrets, know-how, inventions, techniques, processes, programs, schematics, Software source documents, data, customer lists, financial information, and sales and marketing plans, and any other information which IDG knows or has reason to know is confidential, proprietary or trade secret information of the Client, its affiliates and suppliers, customers and partners. IDG shall not disclose such Confidential Information, except to those employees, vendors, and agents with a need to know, and further agrees to immediately return to Client upon written request, all Confidential Information (including copies thereof) in IDG’s possession, custody, or control.

The obligations of confidentiality shall not apply to information which i) has entered the public domain except where such entry is the result of Company’s breach of this Agreement or other applicable confidentiality agreement; ii) prior to disclosure hereunder was already rightfully in IDG’s possession under no obligation of confidentiality; or iii) subsequent to disclosure hereunder is obtained by IDG on a non-confidential basis from a third party who has the right to disclose such information to the IDG.

E. Termination

Either party may terminate the SOW for material breach of the Agreement by the other party immediately upon written notice, if it provides written notice of such material breach and the breach remains uncured forty five (45) days after the date of the notice. Upon termination, the Client will pay IDG all amounts due for work performed and expenses incurred under this Agreement, up to the effective date of termination, plus a 20% fee for untendered services. This Section E. (Termination), A. (Ownership and Usage Rights of Deliverables); D. (Non-Disclosure); F. (IDG IP); B. 7 (Payment Terms and Payment Pricing), and those sections that by their nature are intended to survive, shall survive termination or expiration of this Agreement.

F. IDG Intellectual Property (IDG IP)

Except as otherwise set forth herein, IDG shall own all right, title and interest in intellectual property which may be used in the performance of this Agreement that is wholly developed and owned by IDG prior to the Effective Date of this Agreement (“IDGIP”) including but not limited to: all IDG content, frameworks, methodologies, survey instruments and tools. To the extent any IDG IP is incorporated or embedded in the Deliverables, including all third party works and products, IDG hereby grants Client a license, to use and display such Company IP in accordance with the terms of this Agreement.

G. Limitation of Liability

IN NO EVENT SHALL IDG’s LIABILITY TO CLIENT IN CONNECTION WITH, ARISING OUT OF OR RELATED TO THE SOW EXCEED THE AGGREGATE AMOUNT PAID BY CLIENT TO IDG HEREUNDER, NOR SHALL IDG BE LIABLE FOR ANY LOSS OF PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA, COST OF COVER OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT.

H. Force Majeure Excluding payment obligations, neither party will be liable for delay or default in the performance of its obligations under this Agreement if such delay or default is caused by conditions beyond its reasonable control, including but not limited to, fire, flood, accident, earthquakes, telecommunications line failures, electrical outages, network failures, acts of God, or labour disputes. In the event that IDG suffers such a delay or default, IDG shall make reasonable efforts within five business days to recommend a substitute transmission for the Ad or time period for the transmission. If no such substitute time period or make good is reasonably acceptable to Client, IDG shall allow Client a pro rata reduction in the space, time and/or programme charges hereunder in the amount of money assigned to the space, time and/or programme charges at time of purchase. In addition, Client shall have the benefit of the same discounts that would have been earned had there been no default or delay.

I. Governing Law

Any agreement between the client and IDG UK will governed exclusively by the laws of England.

J. Entire Agreement

The SOW, plus these Terms and Conditions, is the complete agreement between the Parties hereto concerning the subject matter of the SOW and replaces any prior oral or written communications (including invoices) between the Parties. There are no conditions, understandings, agreements, representations, or warranties, expressed or implied, which are not specified herein. This Agreement may only be modified by a written document executed by authorized representatives of the Parties hereto. K. IDG UK Businesses Unless otherwise specified in the SOW, the IDG Communications businesses that may be represented in the Program are (but not limited to): IDG Strategic Marketing Services Group (SMS), IDG Enterprise Publications (IDGE); CIO (magazine and www.cio.co.uk/), ComputerworldUK ( www.computerworlduk.com/), Techworld World (www.techworld.com/), IDG Consumer & SMB Publications (IDG CSMB); IDGTechNetwork World (magazine and www.idgtechnetwork.com), MacWorld (www.macworld.co.uk/), PCAdvisor (magazine and www.pcadvisor.co.uk/), DigitalArts (magazine and digitalartsonline.co.uk), IDG Connect, and IDG Research Services.

VERSION UK 26Feb14