Goodreads Advertising Terms and Conditions

Section 1. Insertion Orders.

From time to time, you may submit orders through the online website for Goodreads to run advertisements (each order, an "Order"). If such Order is accepted, Goodreads, Inc. ("Goodreads") will deliver advertisements provided by you ("Ads") on websites or other properties on which Goodreads places ads (the "Goodreads Inventory").

Section 2. Ads and Deliverables.

2.1 Placement of Ads. Subject to the terms of this Agreement, Goodreads will deliver Ads in accordance with the terms of the applicable Order. In the event that your bid for advertising is not accepted by Goodreads, Goodreads will not be obligated to deliver any Ads. In each Order, you will specify the amount of advertising inventory on the Goodreads Inventory that you are purchasing. Goodreads may determine the size, placement, positioning and any other aspects of the presentation of any Ads in its sole discretion. Scheduling of delivery of any Ads is subject to availability and may not be continuous.

2.2 Ad Content. All content that you submit for Ads must be in compliance with the then-current version of Goodreads's Advertising Guidelines, Goodreads's Terms of Use and any other applicable Goodreads policies.

2.3 Promotions. For any contest, sweepstakes, coupon or other promotion offered or promoted by or on behalf of you on the Goodreads Inventory ("Promotion"), you (or a third party contracted by you and for which you are solely responsible) will perform and be solely responsible for such Promotion, including administration of the Promotion, ensuring that the Promotion complies with any and all applicable laws and regulations and the Promotions Guidelines, setting and enforcing official rules and offer terms, collecting entries, drawing, selecting and notifying winners and timely procuring and fulfilling prizes, premiums or discounts that may be offered in connection with such Promotion (these and other similar obligations the "Promotion Obligations"). No approval by or assistance from Goodreads in connection with a Promotion (including as may be specified in an Order or elsewhere) will reduce or satisfy the Promotional Obligations, and you will remain solely responsible for the Promotion Obligations. Without limiting the foregoing, Goodreads's review or approval of the official rules, offer terms or regulations for any Promotion will not constitute a legal opinion as to the legal appropriateness, accuracy or adequacy of those rules or their manner of use, nor a waiver of Goodreads's indemnity rights under this Agreement.

2.4 Ad Delivery. Goodreads will determine all measurements relating to Deliverables in accordance with its standard tracking methodologies. All payments due hereunder will be based solely on such measurements.

2.5 Failure to Deliver and Refunds. If Goodreads fails to deliver any Deliverables in accordance with the terms of an Order, your sole and exclusive remedy will be limited to the following, which Goodreads may choose in its sole discretion: (a) placement of the Ads at a later time, and/or (b) an extension of the term of the Order with a refund representing any remaining undelivered Ads at the end of such extended term. Goodreads will have no obligation to continue to deliver any such Ads after the term of the Order if the Order has been terminated by reason of your breach pursuant to Section 4.

Section 3. Payments and Reporting.

3.1 Payments. You will pay all amounts specified in an accepted Order, along with any applicable taxes, by providing a valid credit card or other means authorized in writing by Goodreads. If you have provided a credit card, you authorize Goodreads to charge the credit card for any and all amounts due upon the placement of the Order or thereafter. Additionally, if the issuer of the credit card seeks to recover from Goodreads any amounts received by Goodreads from the issuer, you will immediately remit to Goodreads all amounts necessary to comply with the issuer's request and any costs and expenses incurred by Goodreads in connection therewith. You further authorize Goodreads to obtain pre-approval from your credit card issuer and to, either directly or through third parties, make any inquiries that Goodreads considers necessary to validate your identity and creditworthiness. If your payment method fails or your account is past due, Goodreads may collect past due amounts using other collection mechanisms, and you agree to pay all expenses associated with such collection, including reasonable attorneys' fees. You are responsible for maintaining the security of your account (including your user name and password), and you understand that you will be charged for any orders placed by or through your account, even if such orders were not authorized by you. Goodreads will not be liable for any loss or damage arising from your failure to maintain the security or confidentiality of your account. To the fullest extent permitted by law, you waive all claims against Goodreads related to charges unless claimed within 60 days after the charge. To the extent Goodreads makes such ad units available, you will be solely responsible for all fees associated with serving any "rich media" Ads.

3.2 Cancellation. If you cancel any portion of an Order pursuant to Section 4, you agree that Ads may continue to run for up to seven (7) days after Goodreads receives the cancellation notice, and that you must still pay for such Ads (along with such Ads that were served prior to your cancellation).

Section 4. Termination.

Either party may terminate this Agreement at any time upon written notice to the other party if the other party materially breaches this Agreement and such breaching party does not cure the same within 30 days after written notice thereof from the non-breaching party. In addition, you may cancel an Order at any time through the online, self-service interface. Sections 2.2 (Ad Content), 2.3 (Promotions), 2.6 (Failure to Deliver and Refunds), 3 (Payments and Reporting), 4 (Termination), 6.4 (Persistence), 7 (Confidentiality), 8.4 (Additional Liability), 9 (Representations and Indemnification), 10 (Limitation of Liability), 12 (Disputes) and 13 (General) of these Terms and Conditions, together with any accrued but unpaid payment obligations of either party, will survive any expiration or termination of this Agreement.

Section 5. Goodreads Control of Goodreads Inventory.

5.1 Goodreads Inventory Control. You acknowledge and agree that Goodreads is, and will at all times be, the "executive producer" of the Goodreads Inventory, and will be responsible for the design, layout, look-and-feel, and maintenance of any and all aspects of the Goodreads Inventory. Goodreads may, in its sole discretion, redesign, delete or replace any pages, groups or other areas on which Ads will be displayed.

5.2 Rejection/Removal of Ads. Goodreads may, in its sole discretion, reject or remove any Ad at any time, with or without notice, which (a) violates this Agreement, the content restrictions or any other provision of the Goodreads Guidelines or (b) which Goodreads otherwise determines to be inappropriate for any reason in its sole discretion, whether or not such Ad was previously accepted.

Section 6. Licenses.

6.1 License to Client Materials. You hereby grant to Goodreads (and its affiliates) a worldwide, non-exclusive, royalty-free, fully-paid license to (a) use, reproduce, perform, display, and distribute Ads and any related information provided by you in connection with, on and through the Goodreads Inventory ("Client Materials") and (b) alter, modify, repurpose or create derivative works of Client Materials as necessary or desirable in order to serve advertising units and newsfeed content or other content on the Goodreads Inventory. Client Materials include any copyrighted materials, and any trademarks, service marks, logos or other source or business identifiers included therein ("Trademarks"). Except as otherwise expressly set forth in this Agreement, the licenses granted under this Section 6.1 will be for the period of the applicable Order. Goodreads may combine Ads with user information in an ad unit (a "Social Ad"). To the extent that you are deemed to be distributing Social Ads, Goodreads hereby grants you a limited, non-exclusive license or sublicense, under any applicable rights owned or licensed by Goodreads solely as necessary for Goodreads's display on your behalf of the particular Social Ad, including any intellectual property rights or rights of privacy and publicity associated with any User Content (as that term is defined in the Goodreads Terms of Use).

6.2 Publicity. During and after the term of this Agreement, Goodreads may use Ads, your name and your logo, and may reference the type of advertising, flight dates and any measurements relating to Deliverables for the advertising campaign delivered on your behalf, in a factual and non-disparaging manner, for promotional or marketing purposes. Goodreads may also reference any information publicly available about you on or off the Goodreads Inventory.

6.3 Reservation of Rights. As between Goodreads and you, you retain all rights in and to your Ads (including all of your Trademarks and all other related intellectual property rights embodied therein), and, upon the termination of this Agreement, all rights granted to Goodreads hereunder with respect to such Ads will cease, except as otherwise provided herein. You will not use, reproduce or display any Trademarks of Goodreads in any manner without Goodreads's prior written consent.

6.4 Persistence. Notwithstanding anything to the contrary in this Agreement, You acknowledge and agree that Ads and other Trademarks that are used or displayed on the Goodreads Inventory may continue to be used and displayed on the Goodreads Inventory, even after you have completed the ad campaign or terminated this Agreement or the applicable Order, as such Ads or Trademarks may have been incorporated into user profiles, news feeds or other features, and that such usage and display may continue indefinitely.

Section 7. Confidentiality.

7.1 Confidential Information. No information disclosed by you pursuant this Agreement or in any Order shall be deemed confidential.

7.2 Feedback. You may from time to time provide ideas, suggestions or other feedback regarding the Goodreads Inventory (including as to improvements or modifications thereto). Both parties agree that except as otherwise agreed by Goodreads in a signed writing, such ideas, suggestions and other feedback is not confidential or proprietary, and that Goodreads will be entitled to use, implement disclose and otherwise exploit such feedback in any manner, without restriction or duty to compensate you or account.

7.3 Public Disclosures. Except as permitted by Section 6.2, neither party will issue any press releases, or otherwise make any public statements or communications regarding this Agreement or the relationship of the parties without the other party's prior written consent.

Section 8. Applicable to Advertising Agencies.

In the event that you are an advertising agency or other entity representing an Advertiser (as defined in Section 8.2) or placing Ads on someone else's behalf, you agree that this Section 8, along with all other terms in this Agreement, directly apply to and bind you.

8.1 Advertiser Definition. As used herein, "Advertiser" means the individual or entity on whose behalf you are placing Ads on the Goodreads Inventory.

8.2 Additional Representations and Warranties. You represent, warrant and covenant that: (a) you are the authorized agent of Advertiser and have the legal authority to enter into this Agreement and any Order on behalf of the Advertiser, make all decisions, and take all actions relating to the Advertiser's accounts (these rights "Agency Rights"); (b) you have or will enter into a written agreement with Advertiser (i) that obtains Agency Rights; (ii) that binds the Advertiser to terms as protective of Goodreads as this Agreement and (iii) to which Goodreads is an intended third party beneficiary with respect to Ads delivered on the Goodreads Inventory (the written agreement between Advertiser and Client containing the requirements in this Section 8.2(b), the "Advertiser Agreement"); and (c) you will not, without Goodreads's prior written consent: (i) make any representation, guarantee, condition, or warranty concerning the Goodreads Inventory, or that you are an affiliate or partner of Goodreads, (ii) make any commitments (for example, guarantees as to placement of ads) to an Advertiser or potential Advertiser beyond Goodreads's obligations under this Agreement, (iii) negotiate any terms or conditions related to the Goodreads Inventory which are inconsistent with this Agreement, or (iv) engage in any telesales or telemarketing in connection with the Goodreads Inventory.

8.3 Agency Agreement and Relationship Termination. Upon Goodreads's request, you will immediately deliver to Goodreads each applicable Advertiser Agreement. If your relationship with an Advertiser terminates, you agree that Goodreads may contract directly with such Advertiser to allow such Advertiser to continue to place Ads on the Goodreads Inventory and obtain information related to Ads run on its behalf, including account and performance history, and that you will no longer have access to such Advertiser's account.

8.4 Additional Liability. Without limiting any other provision of this Agreement, any acts or omissions by any Advertiser in violation of this Agreement will be deemed a breach of this Agreement by you, and both you and Advertiser will indemnify, defend, and hold Goodreads harmless from and against all damages, liabilities, costs, and expenses that Goodreads may incur as the result of such violation. In addition, you acknowledge that Goodreads may but will in no event be obligated to directly contact any Advertiser and directly enforce the terms of any applicable Advertiser Agreement, including if Goodreads has not received payment for such Advertiser's account within 30 days from the date of the applicable payment due date.

Section 9. Representations and Indemnification.

9.1 Representations and Warranties. You represent and warrant that: (a) you have authority to enter into this Agreement on behalf of the entity for which the Ad is being placed; (b) you are duly organized, validly existing, and in good standing under the laws of the jurisdiction in which you were organized; (c) the execution and delivery of this Agreement, and the performance of the transactions contemplated hereby, are within your corporate powers, and have been duly authorized by all necessary corporate action; (d) your performance of this Agreement, and Goodreads's exercise of its rights under this Agreement, will not result in a violation of any agreement or other obligation by which you are bound; (e) the Ads will not contain any material which violates the Goodreads Guidelines or which is otherwise unlawful, defamatory or obscene, or which infringes or violates any third-party rights (including any intellectual property rights or privacy or publicity rights) or which may encourage a criminal offense or otherwise give rise to civil liability; and (f) you will comply with all applicable laws and regulations in your performance of this Agreement (including all applicable (i) privacy and data protection laws and (ii) regulations and laws and regulations related to Promotions).

9.2 Disclaimer of Warranties. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES REGARDING THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OR IMPLIED WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. Goodreads DOES NOT WARRANT THAT THE Goodreads INVENTORY OR ITS DELIVERY OF ADVERTISEMENTS HEREUNDER WILL BE ERROR-FREE, UNINTERRUPTED OR CONTINUOUS. WITHOUT LIMITING THE FOREGOING, Goodreads WILL HAVE NO LIABILITY FOR CLICK FRAUD OR OTHER IMPROPER ACTIONS OF THIRD PARTIES WHICH MAY AFFECT THE COST OF ADVERTISING. THE FOREGOING DISCLAIMER OF WARRANTY IS A FUNDAMENTAL PART OF THE BASIS OF THE BARGAIN HEREUNDER, AND THAT THE PARTIES WOULD NOT ENTER INTO THIS AGREEMENT ABSENT SUCH DISCLAIMER.

9.3 Idemnification. You will indemnify and hold harmless Goodreads and its affiliates, and each of their officers, directors, employees, and agents (collectively, the "Indemnified Parties"), from and against any and all expenses, damages and losses of any kind (including reasonable legal fees and costs) incurred by any of the Indemnified Parties arising out of or in connection with any claim by a third party (a "Third Party Claim") arising from or related to: (a) any actual or alleged breach of your representations or warranties under Sections 9.1 and 8.2 (as applicable); (b) any Promotion, including any claims for any delivery of, non-delivery of, defects in, use of or inability to use any prizes or any violation by the Promotion of any applicable law, rule or regulation; (c) any Ad or any material to which users can link, or any products or services made available to users, through the Ads. Goodreads will notify you promptly of any Third Party Claim for which it seeks indemnification and will permit you to control the defense of such Third Party Claim with counsel chosen by you; provided, that you will not enter into any settlement that contains any admission of or stipulation to any guilt, fault, liability or wrongdoing on the part of any Indemnified Party without Goodreads's prior written consent.

Section 10. Limitation of Liability.

Goodreads WILL NOT BE LIABLE FOR LOST PROFITS OR OTHER CONSEQUENTIAL, SPECIAL, INDIRECT OR INCIDENTAL DAMAGES, WHETHER ARISING IN CONTRACT, TORT, INCLUDING NEGLIGENCE, WARRANTY, STRICT LIABILITY OR OTHERWISE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL Goodreads'S TOTAL AGGREGATE LIABILITY TO YOU ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED THE AMOUNT PAID BY YOU, TO Goodreads DURING THE TWELVE MONTHS IMMEDIATELY PRECEDING THE DAY THE ACT OR OMISSION OCCURRED THAT GAVE RISE TO YOUR CLAIM.

Section 11. Force Majeure.

Excluding payment obligations, neither party will be liable for any delay or default in the performance of its obligations if such delay or default is caused by conditions beyond its reasonable control, including fire, flood, accident, earthquakes, telecommunications line failures, electrical outages, network failures or acts of God (collectively, "Force Majeure"). If performance is delayed by more than 30 days as a result of any Force Majeure, either party will be entitled to terminate this Agreement by written notice delivered at any time prior to the other party’s resumption of performance of this Agreement.

Section 12. Disputes.

The laws of the State of California, without regard to principles of conflict of laws, will govern any dispute related to this Agreement or an Order. You agree that, except as otherwise provided for in this Section 12, all claims and disputes that arise out of or relate in any way to this Agreement or your placement of Ads on the Goodreads Inventory will be resolved by binding arbitration by a single arbitrator in Santa Clara County, California, administered by JAMS pursuant to its Comprehensive Arbitration Rules. The arbitrator's award will be binding and may be entered as a judgment in any court of competent jurisdiction. Claims for injunctive or other equitable relief may also be brought in a court of law. For purposes of such relief or remedy, or any other court proceeding under this Section 12, you agree to submit to the exclusive jurisdiction of the state and federal courts located in Santa Clara County, California.

Section 13. General.

Except as specifically provided herein, if any portion of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect and the court will construe any invalid or unenforceable portions in a manner that most closely reflects the effect and intent of the original language. If such construction is not possible, the provision will be severed from this Agreement and the rest of the Agreement will remain in full force and effect. The failure by either party to enforce any provision of this Agreement will in no way be construed to be a present or future waiver of such provision, nor in any way affect the right of such party to enforce such provision thereafter. You may not assign or otherwise transfer (including by any reorganization, change of control, merger, acquisition or sale or transfer of all or part of its assets or business) your rights or obligations under this Agreement including any Order without the prior written permission of Goodreads, and in no event will Goodreads be obligated to serve Ads for any third party. Goodreads may freely assign or otherwise transfer its rights and obligations under this Agreement including any Order, in whole or in part. Any purported assignment or other transfer in violation of this provision will be null and void. This Agreement will be binding upon, and inure to the benefit of the parties and their permitted respective successors and assigns. Each of Goodreads's affiliates are express and intended third party beneficiaries of this Agreement and may enforce any of its terms and exercise any of the rights to the same extent as Goodreads. You and Goodreads are independent contractors, and nothing in this Agreement is intended to or does create any type of joint venture, partnership or employer/employee relationship between You and Goodreads or its affiliates. Goodreads may provide effective notice to you by sending an email to the email address specified in your account, and the notice will be deemed received when sent. Any notices you send to Goodreads will be sent via courier or registered mail to 188 Spear Street, Suite 250, San Francisco, CA 94105 , Attn: Legal Department, Goodreads Inc., and will be deemed received when such notice is received by Goodreads. Whenever used in this Agreement, unless otherwise specified, the terms "includes", "including", "e.g.,", "for example", "for instance" and other similar terms are deemed to include the term "without limitation" immediately thereafter. All communications and notices to be made or given pursuant to this Agreement will be in the English language. This Agreement (including any Orders, agreements, policies and other documents incorporated by reference herein), constitutes the entire agreement between you and Goodreads regarding the subject matter hereof and supersedes any and all prior or contemporaneous representation, understanding, agreement or communication between you and Goodreads, whether written or oral.