Common use of Makegoods Clause in Contracts

Makegoods. If actual Media inventory delivered with respect to a particular advertisement placement falls below guaranteed levels on an IO according to Worth’s applicable ad server counts, and/or if there is an omission of any advertisement (placement or creative unit), and/or if any Media(s) contain errors resulting from Worth’s negligence or willful misconduct, Advertiser/Agency may demand, in its sole discretion a makegood in the form of (i) a comparable unit of advertising in a subsequent issue at no charge to Advertiser or (ii) a full refund of the cost paid by Advertiser for the Media . Makegoods are not available under an IO (a) when under-delivery or omission of an advertisement is attributable to Advertiser/Agency (i) delayed, incorrect or incompatible Ad Materials or (ii) failure to follow applicable Policies, (b) for failure to deliver impressions according to any specific daily or weekly distribution, (c) for impressions marked on an IO as “estimated” or “not guaranteed”, (d) for sponsorship, exclusive or similar placements, (e) for preemptive placements and/or impressions; or (f) when delivery of 90% or more of the impressions under the IO has occurred. For printed Media, Worth shall not be liable for any variations in the publication and/or advertisement for any reason including but not limited to, variations due to dye, color lot, quality of publication, etc., provided, however, Worth represents it will use its best efforts to publish accordance with its presently existing standards. Further, any such variation shall not constitute cause for Advertiser/Agency to make any rescission, changes, modifications, and/or cancellation hereunder, nor shall any such variation relieve Advertiser/Agency of any liability or obligations hereunder.

Makegoods. If actual Media inventory delivered with respect to a particular advertisement placement falls below guaranteed levels on an IO according to Worth’s applicable ad server counts, and/or if there is an omission of any advertisement (placement or creative unit), and/or if any Media(s) contain errors resulting from Worth’s negligence or willful misconduct, Advertiser/Agency may demand, in its sole discretion and Worth will make an effort to agree upon the conditions of a makegood in at the form time of (i) shortfall. If no makegood can be agreed upon, Advertiser/Agency may execute a comparable unit of advertising in a subsequent issue at no charge credit equal to Advertiser or (ii) a full refund the value of the cost paid by under- delivered portion of an IO for which it was invoiced. In the event Advertiser/Agency made a cash pre-payment to Worth specifically for an IO for which under-delivery applies, then if Advertiser is current on all amounts owed to Worth under any other advertising agreement, Advertiser/Agency may elect to receive a refund for the Media under-delivery equal to the difference between the applicable pre-payment and the value of the delivered portion of an IO. Makegoods are not available under an IO (a) when under-delivery or omission of an advertisement is attributable to Advertiser/Agency (i) delayed, incorrect or incompatible Ad Materials or (ii) failure to follow applicable Policies, (b) for failure to deliver impressions according to any specific daily or weekly distribution, (c) for impressions marked on an IO as “estimated” or “not guaranteed”, (d) for sponsorship, exclusive or similar placements, (e) for preemptive placements and/or impressions; or (f) when delivery of 90% or more of the impressions under the IO has occurred. For printed Media, Worth shall not be liable for any variations in the publication and/or advertisement for any reason including but not limited to, variations due to dye, color lot, quality of publication, etc., provided, however, Worth represents it will use its best efforts to publish accordance with its presently existing standards. Further, any such variation shall not constitute cause for Advertiser/Agency to make any rescission, changes, modifications, and/or cancellation hereunder, nor shall any such variation relieve Advertiser/Agency of any liability or obligations hereunder.