Barter Terms and Conditions:

1. Vouchers must be valid for a stay at least 18 months from the date that they are received at AHT Holdings, LLC. There may be extenuating circumstances where
AHT Holdings, LLC will require an extension beyond 18 months. In these cases if the extension is denied AHT Holdings, LLC reserves the right to invoice for cash payment due upon receipt.

2. While the intent is to sell vouchers on the members-only Andrew Harper Marketplace online auction, AHT Holdings, LLC reserves the right to use or sell vouchers at its discretion. All gift certificates/vouchers are transferable.

3. AHT Holdings, LLC reserves the right to combine or divide the room nights represented in vouchers.

4. At the request of AHT Holdings, LLC, the value and terms of the vouchers will be promptly adjusted to increase their value to the extent that room rates or promotional offers are in effect at the time of the auction posting that diminish the value of the voucher.

5. In the event of an omission due to inaccurate or incorrect materials, missed due dates, color inaccuracies or oversight, your advertorial or hotel promotion will run in the next available issue unless an alternative is agreed upon.


Terms and Conditions:

The following terms and conditions govern all entities that place advertising
(“Advertiser”), either directly or through an agent (“Agency”), in print magazines
(“Magazines”), websites and mobile sites (collectively, “Websites”), email campaigns (“Email(s)”), and any other applications “Apps” (collectively, together with “Apps”, and any other services (“Service”) published and/or owned, licensed or operated by or on behalf of AHT Holdings, LLC (“Publisher”). The placement of advertising on any Service constitutes Advertiser’s (and, if applicable, Agency’s) agreement to these terms and conditions. These terms and conditions may be modified from time to time by Publisher; additional placement of advertising will constitute Advertiser’s (and, if applicable, Agency’s) agreement to any such modifications. This Contract and the terms of any written advertising contract between Publisher / Agency and Advertiser shall constitute the entire agreement between such parties with respect to the publication of advertisements and shall supersede any and all prior written or oral agreements or understandings between the parties.

1. Authorized Advertisements; Payment for Advertising. All advertisements are accepted and published by the Publisher upon the representation that Advertiser and/or Agency (as applicable) is authorized to publish the entire contents and subject matter thereof in the applicable Service format, and that all legal obligations arising out of the placement of the advertisement will be binding on both Advertiser and Agency. Advertiser and its Agency, if there be one, each agrees to be jointly and severally liable for the payment of all bills and charges incurred for each advertisement placed on Advertiser’s behalf. Advertiser authorizes Publisher, at its election, to tender any bill to Agency, and such tender shall constitute due notice to Advertiser of the bill and such manner of billing shall in no way impair or limit the joint and several liability of Advertiser and Agency. Any bill tendered by Publisher shall constitute an account stated unless written objection thereto is received by Publisher within ten (10) days from the rendering thereof. Payment by Advertiser to Agency shall not discharge Advertiser’s liability to Publisher. The rights of Publisher shall in no way be affected by any dispute or claim between Advertiser and Agency. Advertiser and Agency agree to reimburse Publisher for its costs and attorneys’ fees in collecting any unpaid advertising charges. Advertiser confirms that it has appointed Agency, if one is specified, to be its authorized representative with respect to all matters relating to advertising placed on Advertiser’s behalf with the understanding that Agency may be paid a commission. All rates are net. Publisher does not pay Agency commission.

2. Publisher’s Right To Reject, Cancel or Terminate Orders. The Publisher will accept requests to make changes at its discretion but is responsible neither for any errors in key number or other revisions made by the Publisher, nor is the Publisher responsible for errors in advertising materials supplied by the Advertiser, or its Agency. Publisher reserves the right in its absolute discretion, and at any time, to cancel any advertising order or reject or remove any advertising copy in connection with any Service, whether or not the same has already been acknowledged, accepted and/ or previously published, displayed, performed or transmitted (collectively referred to herein as “Published” or “Publish”), including, but not limited to, for reasons relating to the content of the advertisement or any technology associated with the advertisement. In the event of such cancellation, rejection or removal by Publisher, advertising already run and to be run shall be paid for at the rate that would apply if the entire order were Published and no Short Rate (as defined below) will apply. In addition, Publisher reserves the right to (i) remove from selected copies, editions, versions, or sections of a Service advertisements containing matter that readers have deemed objectionable (ii) implement blocking technology (including, but not limited to, geo-blocking technology) in connection with a Service; and (iii) enhance, upgrade and/or otherwise modify or discontinue any Service at any time.

3. Advertiser’s Failure to Run Advertising/Short-Rate/Merchandising Programs. All agreements for advertising frequency discounts in connection with any Service require that the specified number of advertisements be Published within a specified period and be promptly paid for. In the event of Advertiser’s or its Agency’s cancellation of any portion of any advertising order/contract or failure to have Published paid for the specified number of advertisements, or if at any time Publisher in its reasonable judgment determines that Advertiser is not likely to Publish and pay for the total amount of advertising specified during the term of the agreement, any rate discount will be retroactively nullified, including for previously Published advertisements, and may result in a Short-Rate. In such event, Advertiser and/or Agency must reimburse Publisher for the Short-Rate within 30 days of invoice therefor and Advertiser will thereafter pay for advertising at the published rate. Any merchandising program executed by Publisher in reliance on advertising that is cancelled will be paid for by Advertiser at the fair market rate for such program.

4. Liability; Force Majeure. The Publisher shall not be subject to any liability whatsoever for any failure to Publish or distribute all or any part of any issue because of labor disputes, accidents, fires, acts of God, or any other circumstances beyond the Publisher’s control. In all cases, Publisher’s liability for failure to Publish an advertisement or for any error or mistake made by Publisher in any advertisement shall be limited to a refund of all or part of the amount paid for the publication of the particular advertisement in question. In no event shall the Publisher be liable for any resulting or consequential damages resulting from such failure to Publish or mistake. This limitation of liability shall apply even if the failure to Publish or mistake was solely the fault of the Publisher. In no event will Publisher have any liability for errors or omissions caused by force majeure or errors in key numbers. In the event of a suspension of Publisher’s Service due to computer, software, or network malfunction, congestion, repair, strike, accidents, fire, flood, storms, terrorist attacks, acts of war or any other cause or contingencies or force majeure beyond the reasonable control of Publisher, it is agreed that such suspension shall not invalidate any advertising agreement but a) will give Publisher the option to cancel any advertising agreement, or if Publisher does not do so, b) upon resumption of Publisher’s Service, the agreement shall be continued and Publisher will have no liability for any errors or omissions or any damages or missed impressions caused by such suspension. IN NO EVENT WILL PUBLISHER HAVE ANY LIABILITY FOR ANY ADVERTISING CREATIVE OR PRINTING COSTS, ADMINISTRATIVE COSTS, AND/OR CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR EXEMPLARY DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION AND THE LIKE

5. Taxes. The Advertiser or its Agent assumes and agrees any applicable tax, for advertising published at their direction.

6. Restrictions on Advertiser’s Ability to Cancel Advertising for Magazines. All advertising orders by Advertiser and/or its Agent are non-cancelable. Orders for all Publisher-produced inserts for Magazines are non-cancelable. In any event, Advertiser will be responsible for the cost of any work performed or materials purchased on behalf of Advertiser, including the cost of services, paper and/or printing.

7. Advertising Positioning at Publisher’s Discretion. Orders for advertising containing restrictions or specifying positions, facings, editorial adjacencies or other requirements may be accepted and Published but such restrictions or specifications are at Publisher’s sole discretion, and in no event shall such approved restrictions or specifications relate to any user generated content on Publisher’s Websites, Apps and/or Emails.

8. Labeling of Advertisements and Inserts. Advertisements that simulate or resemble, or might not be distinguishable from, editorial content must be clearly identified and labeled “PROMOTION” or any other label as determined by Publisher at the top of the advertisement, and Publisher may, in its discretion, so label such material and/or otherwise distinguish the style and/or presentation of such material. An accurate copy of any furnished insert must be submitted to Publisher for review prior to the printing of the insert. Publisher’s review and/or approval of such copy does not release or relinquish Advertiser/Agency from its responsibilities hereunder. Publisher is not responsible for errors or omissions in, or the production quality of, furnished inserts. Advertiser and/or Agency shall be responsible for any additional charges incurred by Publisher. Advertiser and/or Agency shall be responsible for any additional charges incurred by Publisher arising out of Advertiser and/or Agency’s failure to deliver furnished inserts pursuant to Publisher’s specifications. In the event that Publisher is unable to Publish the furnished insert as a result of such failure to comply, Advertiser and/or Agency shall nevertheless remain liable for the space cost of such insert.

9. Copyright. Advertisers seeking copyright protection must include their copyright notice in their advertisements.

10. Waiver. No waiver or modification of any of the terms set forth in this contract shall be binding on the Publisher unless in writing signed by an officer of Publisher.

11. Other Agreements. Notwithstanding anything contained herein to the contrary, Advertiser shall also be required to execute a Harper Alliance Contract, and abide by the terms thereof, in connection with the execution of any Advertising Insertion Agreement.

12. Works. Advertiser agrees that images, photographs or other content (collectively, “Works”) provided to Publisher can be reproduced, published, modified, publicly performed or otherwise utilized in any Publisher Service, in original and all versions or formats. Advertiser represents and warrants that it has obtained any and all releases or consent forms required to grant the rights set forth in the previous sentence, and such releases and/or consents are sufficient to permit Publisher to publish and otherwise use the Works as provided in this Agreement without further compensation, consents, or releases being required. Advertiser further agrees to cooperate fully with Publisher in the event that any lawsuit arises from the publication of the Works.

13. Trademarks. The titles and logos of the Service Published or used by Publisher are registered trademarks and/or trademarks protected under common law. Neither the titles nor the logos may be used without the express written permission of Publisher.

14. Warranties; Indemnification by Advertiser and its Agency. Advertiser and Agency, if there be one, each represent and warrant that: (i) Advertiser’s and third parties’ websites, mobile sites, applications, e-mail campaigns and any other services that are associated with advertising purchased by Advertiser or Agency shall contain all necessary consumer disclosures required by applicable federal, state and local laws, rules and regulations, including, but not limited to, a conspicuous link to a clear, accurate, and up-to-date Privacy Policy that: (a) discloses (1) the usage of third party technology; (2) the participation of third party service providers; and (3) the data collection and usage by such service providers and from such third party technology; and (b) complies with all applicable privacy laws, rules and regulations; (ii) it will not merge personally identifiable information with information previously collected as non-personally identifiable without robust notice of, and the end-user’s prior affirmation (i.e., “opt-in”) consent to, that merger; and (iii) any advertising or other material (including, but not limited to, product samples) submitted by Advertiser or Agency, and/or created by Publisher on behalf of Advertiser or Agency, and any material to which such advertisement or other material links or refers, complies with all applicable laws, rules and regulations and does not and will not violate the personal or proprietary rights of, and is not harmful to, any person, corporation or other entity. (Advertiser understands that although the intended audience of the Service is primarily in North America, the Service may be accessible and/ or have incidental physical distribution throughout the world.) As part of the consideration to induce Publisher to Publish such advertisement, Advertiser and its Agency, if there be one, each agrees jointly and severally to defend, indemnify and hold harmless Publisher, its parent, subsidiaries and affiliates, and each of their officers, directors, members, managers, employees, contractors, licensees, agents, representatives, successors and assigns against any and all liability, loss, damage, and expense of any nature, including attorneys’ fees (collectively, “Losses”) arising out of any actual or potential claims for libel, invasion of privacy, harm, copyright, patent, or trademark infringement, and/or any other actual or potential claims or suits that may arise out of (a) the copying, printing, publishing, displaying, performing, distributing or transmitting of such advertisement; (b) any violation of the CAN-SPAM Act or other laws relating to Advertiser’s advertisements, including, but not limited to, commercial messages e-mailed on Advertiser’s behalf by Publisher; (c) the loss, theft, use, or misuse of any credit/debit card or other payment, financial, or personal information; (d) the products and/or services promoted, sold, presented and/or contained in Advertiser’s advertisements; and/or (e) a breach or alleged breach of its covenants, warranties and obligations under these advertising rate card contract terms and conditions. If the Publisher participated in the creation of an advertisement, the Publisher will indemnify Advertiser in connection with potential claims relating thereto only to the extent it has agreed to do so in writing.

15. Republication of Advertisements. Advertiser and Agency agree that any submitted advertisements Published in a Publisher Service, may, at Publisher’s option, be republished, re-performed, retransmitted, archived or otherwise reused by Publisher or its agents in any form in whole or in part in all media now in existence or hereafter developed, whether or not combined with material of others. The copyright in any advertisement created by Publisher is owned by Publisher and may not be otherwise used by Advertiser or third parties without Publisher’s prior written consent.

16. No Assignment of Advertising. Advertiser and its Agency may not use any advertising space either directly or indirectly for any business, organization, enterprise, product, or service other than that for which the advertising space is provided by Publisher, nor may Advertiser or Agency authorize any others to use any advertising space.