The terms and conditions set forth in this Rate Card shall govern the relationship between Sensible Health Quarterly ("Pravo Network, Inc.") and the advertiser and agency. Unless expressly agreed to in writing by the Pravo Network, no other terms or conditions appearing in contracts, orders, insertion instructions or otherwise will be binding on Sensible Health Quarterly. Except as otherwise noted, these terms and conditions will apply to advertising appearing in both Sensible Health Quarterly magazine and on its affiliated websites, including www.shqmag.com. All advertisements are accepted and published by the Pravo Network entirely on the representation that the agency or advertiser is duly authorized to publish the entire contents and subject matter and shall be jointly and severally responsible for payment thereof. In consideration of the publication of advertisements, the advertiser and agency, jointly and severally, will indemnify and save harmless the Pravo Network and its officers and employees, from any loss, liability, or expense (including reasonable attorneys' fees) incurred as a result of any claim, proceeding or suit for libel, violation of the right of privacy or publicity, plagiarism, copyright or trademark infringement and any other claim, proceeding or suit based on the contents or subject matter of such advertisements. The Pravo Network reserves the right to reject or cancel any advertising for any reason at any time prior to publication. Prepayment may be required prior to acceptance of an advertisement for publication. Acceptance of an advertisement for publication in the magazine does not guarantee that it will be published in issues circulated in other counties and/or in any particular state. In consideration of the Pravo Network’s reviewing for acceptance, or acceptance, of any advertising for publication, the agency and/or advertiser agree not to make any promotional or merchandising reference to the Pravo Network, Sensible Health Quarterly or the Pravo Codes in any way without the prior written consent of the Pravo Network in each instance. The liability of Sensible Health Quarterly for any act, error, or omission for which it may be held legally responsible shall not exceed the cost of the space ordered or occupied by the error. The Pravo Network will not, in any event, be liable for any consequential or special damages, including, but not limited to, lost income or profits. The Pravo Network specifically assumes no responsibility for errors in key numbers. The Pravo Network shall not be subject to any liability whatsoever for any failure to print, publish or circulate any issue or issues, or parts thereof, or to make available the websites, or to otherwise fulfill an order, occasioned because of accidents, fires, strikes, work stoppages, system outages or other circumstances beyond the Pravo Network’s control. Unintentional or inadvertent failure of the Pravo Network to print, publish, circulate, make available or fulfill advertising shall not operate as a breach of the advertising contract. The Pravo Network is not responsible for the errors or omissions in, or the production quality of, furnished inserts. A production proof (or facsimile, if one is not available) of any furnished insert must be supplied to the Pravo Network prior to printing of the insert. The advertiser and/or agency shall be responsible for any additional charges, including but not limited to charges associated with delays, incurred by the Pravo Network arising out of the advertiser’s and/or agency’s delivery of defective inserts and failure to deliver furnished inserts pursuant to the Pravo Network’s specifications, including print orders. In the event that the Pravo Network is unable to publish the furnished inserts as a result of such failure to comply, the advertiser and/or agency shall remain liable for the space cost of such inserts. In addition, if an advertisement does not appear as a result of the act or default of the advertiser and/or agency, the advertiser and/or agency shall be liable for the space reserved for such advertisement and shall pay the amount that the advertiser and/or agency otherwise would have paid had the advertisement appeared. All restrictions on the placement of advertising, including but not limited to, positioning, separations, facings, editorial adjacencies or other stipulations, are at the sole discretion of the Pravo Network. With respect to the magazine, fixed position orders are acceptable only for fourth cover. The Pravo Network makes no guarantee that advertisements will not face subscription cards or be backed by coupons. Cancellation of any portion of an advertising contract on behalf of or by the advertiser automatically nullifies any rate and/or position protection for the remainder. If a space discount has been deducted in paying for prior insertions on a canceled contract, the advertiser and/or agency shall reimburse the Pravo Network for any difference between the rate paid and the rate earned. Credits that are unused within 24 months of incurrence shall be forfeited. For the purpose of this rate card, “publication” shall mean any use, reproduction, display or transmission of any advertisement in any media now existing or hereafter developed. The Pravo Network shall be entitled to reproduce, republish and distribute any advertisement in any medium (print, electronic or otherwise), and as part of any service, in which the magazine is published or made available under license from the Pravo Network. By placing advertising with the Pravo Network, advertiser and agency agree to be bound by the terms of this contract. This contract shall be governed by and construed in accordance with the substantive laws of the state of Texas. Any civil action or proceeding arising out of or related to this contract shall be brought in the courts of record of the state of Texas. Advertiser and agency each consent to the jurisdiction of such courts and waive any objection to the laying of venue of any such civil action or proceeding in such courts. Digital advertising files and proofs are retained for 12 months.