CVC SERVICE CONDITIONS AGREEMENT

1. AVAILABILITY OF RECORDS: CVC has permission to access any business records for the audit period including, but not limited to, records from corporate entities, employees, vendors and independent contractors.

2. AUDIT PERIOD: Initial CVC audits are for a minimum 6 month period, and the period must end on March 31, June 30, September 30 or December 31 quarterly ending dates. Publications with prior CVC audits must maintain continuous audit cycles. CVC audits expire one year and 90 days after the audit period ending date.

3. AUDIT SERVICE RENEWAL: CVC audits are completed annually unless specified on the audit report cover and expiration date. Although CVC will contact the client prior to audit expiration, it is the client’s responsibility to keep their audit current. It is the client’s responsibility to submit a quarterly report to CVC every calendar quarter during and after the audit period.

4. ALTERATION OF CVC REPORTS: CVC reports may not be altered.

5. REPRODUCTION OF REPORTS-: CVC reports may not be reproduced without prior CVC approval.

6. ACCURACY OF RECORDS: The client agrees to provide accurate records for review. Publishers who submit records with a variance of +/-20% of their actual printing, distribution and/or circulation numbers will be charged a record resubmission fee in order to have their audit completed.

7. BULK DROP AND SINGLE COPY DISTRIBUTION: Records will be maintained by the publisher for the audit period showing drop location name, address, quantity dropped and quantity remaining unclaimed at the end of the edition period.

8. RELEASE OF AUDIT REPORTS: The client grants CVC permission to release audit reports and client service updates to CVC approved organizations. Client grants CVC permission to release audit reports through the CVC Reciprocal Audit Trade Agreement.

9. PAYMENT TERMS: A deposit of 50% of the annual audit fee is required with the membership request. The remaining 50% is payable at the time the audit proof is delivered. Audit reports in printed or digital formats will not be delivered until balances are paid in full. Audit deposits are non-refundable and nontransferable. If the publisher does not submit the audit preparation forms and support documents to CVC within 180 days of the audit ending date the deposit is forfeited.

10. AUDIT PENDING STATUS: Upon approval of the membership request, CVC will send the publisher an audit implementation package. After the implementation package has been received, the publisher is granted “audit pending” status for up to 180 days during which the publisher must return the completed audit forms and support documents to CVC per the implementation schedule. If the publisher does not complete and supply to CVC necessary forms and support documents by the deadlines outlined in the audit implementation package, the “audit pending” status will be revoked, and the publisher may not use the CVC “audit pending” logo. CVC “audit pending” members cannot refer to CVC in marketing materials without prior written approval by CVC. Revocation of “audit pending” status will be sent by CVC to organizations who were informed of audit activity.

11. ACCOUNT BALANCES: Invoiced account balances and deposits are payable 30 days after invoicing for service. After 30 days, a service charge of 1.5% per month is added.

12. NSF CHECKS: A fee of $40.00 per check will be charged for checks returned due to insufficient funds.

13. UNAUTHORIZED USE OF CVC LOGO OR NAME: Anyone who continues to use the CVC logo or name without having “current” or “pending” audit status is in violation of this agreement and is subject to a $1,000 per occurrence misuse fee and any expenses related to correcting the situation, including legal fees.

14. LIMITATION OF LIABILITY AND JURISDICTION: In no event shall CVC be liable to publisher or client for indirect, incidental, consequential, special, or punitive damages, or damages for lost profits, lost income, or lost savings arising under or relating to its performance or non-performance under this agreement, whether arising by negligence, intended conduct, breach of contract, or otherwise. Moreover, the amount of other damages recoverable by publisher or client for all events, acts or omissions related to this agreement shall not exceed an amount equal to any payments made by publisher or client to CVC pursuant to this agreement with respect to which such liability arises. This agreement shall be governed and construed in accordance with the laws of the State of Missouri. Any lawsuit or action by any party shall be filed and adjudicated in the state court for St. Louis County, Missouri, and the parties consent to the venue and exclusive jurisdiction of such court.

15. CVC RULES AND REGULATIONS: The publisher and client agree to abide with the provisions of the CVC Rules & Regulations which are hereby incorporated by reference. The CVC Rules & Regulations may be amended from time to time without notice at the sole discretion of CVC.

16. REPORT CHANGES AFTER APPROVED PROOF: After the report proof has been approved by the client, each change to the audit report will incur a $45.00 fee, plus audit report printing charges.

17. ADDITIONAL REPORTS: Upon request, ten (10) printed audit reports and a PDF are included with your circulation audit package. CVC member publications may produce copies of the audit report from the supplied PDF. Additional reports are available for the costs listed below: