WTWH Sales Terms and Conditions

(effective as of 6/06/2025)

These Sales Terms and Conditions (this “Agreement”) shall govern the services provided by Design World, LLC d/b/a WTWH Media, LLC (“WTWH”), a Delaware limited liability company, to “Customer”.

 

1. INVOICING AND PAYMENT

Invoices are payable in U.S. dollars, net thirty (30) days from the invoice date unless otherwise specified and agreed to on the Insertion Order (“IO”).


WTWH provides all invoices electronically to an email address(es) designated by Customer. The timing of invoice delivery for WTWH services, as defined below (the “Services”), is generally as follows:

  1. Display Advertising – Print, Web, Email Newsletters and Mobile Invoiced monthly. First-time advertisers agree to pay 100% of the invoiced amount before the artwork deadline. Ad cancellations must be received in writing and are not accepted after the deadline date.
  2. Custom Content Studio Services (each, a “Program”)
    1. Each Program requires a 50% deposit within 30 days of contract execution. This deposit is non-refundable and will be forfeited if the Program is canceled or delayed by the Customer .
    2. Once a Customer has paid 100% of the total Program cost , the following applies: (i) The Customer owns the asset(s) developed as part of the Program and may use them at their discretion; (ii) WTWH grants the Customer a non-sublicensable license to use any WTWH logos, trademarks, or other brand assets included in the final deliverables.
    3. Contract Guidelines and Timelines WTWH adheres to the following timelines for content creation and expects the Customer’s timely collaboration to meet deadlines:
      1. Long-Form Content (e.g., White Papers, Research Reports, eBooks): – Estimated time to create: 90 days from kickoff – If the Customer has not provided required input or has not engaged within 90 days of contract execution, the project will be cancelled and the deposit forfeited at WTWH’s discretion.
      2. Short-Form Content (e.g., Sponsored Articles, Web Exclusives, Voices, Views, Two-Page Featurettes, Slideshows, Social Media Assets):
        – Estimated time to create: 30–45 days from kickoff
        – If the Customer has not provided required input or has not engaged within 60 days of contract execution, the project will be cancelled and the deposit forfeited at WTWH’s discretion.
  3. Lead Generation Programs Invoiced when all lead commitments are fulfilled.
  4. Webinar, Webcast & Webinar Series, Podcast, Video Sponsorship Invoiced in the month completed. If a webinar date is moved more than two (2) times, Customer must convert that spend to a digital display campaign for an equal amount within thirty (30) days. Digital display options include email newsletters, web, mobile and email blasts, subject to availability.
  5. Live Events Invoice sent within thirty (30) days of signing this Agreement. Sponsors with outstanding payments due prior to the event opening will not be permitted to set-up.
    1. Admissible Exhibits
      1. Only products and / or services relating to the event are eligible to exhibit.
      2. Items or services exhibited (or referred to) must be those normally manufactured or provided by the Customer.
      3. The subletting of exhibit space is prohibited.
      4. Exhibits must be staffed by an authorized company representative during all dedicated exhibit hours.
    2. Display Regulations
      1. Standard exhibits: Exhibit fixtures, components and identification signs will be permitted to a maximum height of eight (8) feet.
      2. Floor-standing displays, backdrops, racks and shelving units are permitted in the booth space. Likewise, floor-standing product samples are permitted. The maximum height allowed for these is eight (8) feet.
      3. Display structures must be self-supporting, and not anchored to walls or floors. Displays may not extend beyond the parameters of the stand.
      4. The stand or the items within the stand may not impair visibility of adjacent booths.
      5. Nothing shall be posted on or tacked, nailed, screwed or otherwise attached to columns, walls, floors, or other parts of the hotel, conference or exhibit area without permission from the proper building authority and WTWH.
      6. Displays must be in place and set up by the time of the official opening to the event. Space not occupied or set up by that time may be reassigned for other purposes.
      7. WTWH reserves the right to alter the exhibition area as deemed necessary in its sole discretion.
      8. Displays must remain in place until the time of the official closing of the event. Advance teardown is not permitted.
    3. Safety Provisions
      Customers must take all necessary steps, including the employment of shielding and / or other safety devices, to protect attendees, other Customers and all other Customer’s materials, including but not limited to, equipment that is operable, which might cause bodily harm.
    4. Fireproofing
      All of Customer’s materials must be a flameproof material or be made flame proof.
    5. Electrical Compliance
      Electrical wiring and equipment under the supervision or control of Customer must meet the electrical codes of the host city (available upon request).
    6. Prohibition of Competing Events
      Customer agrees that it shall not hold any on or off site events in the host city that may draw attendees away from the event location without express written permission from WTWH.
    7. Certificate of Insurance
      Customer will maintain the following insurance for the entire period of the event.
      1. Worker’s Compensation Insurance to meet statutory requirements and Employer’s Liability Insurance with limits not less than $500,000 per occurrence and in the aggregate.
      2. General Liability Insurance having a combined single limit for bodily injury and property damage in an amount not less than $1,000,000 per occurrence and in the aggregate. Coverage under this insurance shall include Contractual Liability, Product Liability and Personal Injury Liability.
      3. Certificate of Insurance must be furnished if requested by WTWH, however, failure by WTWH to request proof of insurance shall not relieve Customer from carrying the above coverage. Customer shall name WTWH as an additional insured on such policies.
    8. Ceaning of Exhibits
      Customers must, at their own expense, keep their exhibit space clean and exhibits in good order.
    9. Meetings and Meeting Rooms
      No Customer shall hold a meeting that conflicts with exhibit or event schedule. Meeting room accommodations will only be awarded to event sponsors, based upon availability.
    10. Services
      WTWH shall use reasonable efforts to have all necessary power, air, water and gas services installed and operating during the event. WTWH , however, shall not be responsible for the late installation or interruption of any such services.
    11. Union Regulations
      Customer must observe all union regulations in force in the exhibit area.
    12. Force Majeure
      In the event the host city of any part of the exhibit area thereof is made unavailable for Customer’s use for any period of time as result of fire, flood, tempest, or any other such cause, or as a result of governmental intervention, malicious damage, acts of war, strike, lock-out, labor dispute, riot, or any other cause or agency over which the event has no control, or should WTWH decide that because of any such cause it is necessary to cancel, postpone, or relocate the event, or reduce the installation time, event time, or move-out time, WTWH shall have no liability to, or responsibility to, reimburse Customer with respect to any damage or loss, directly or indirectly arising as a result thereof.
    13. Intellectual Property
      Customer shall be responsible for paying all costs and fees arising from the Customer’s use of any and all patented, trademarked, or copyrighted materials.
    14. Amendments
      WTWH shall have the right to enforce any and all contract regulations contained herein, and the further right, in its sole discretion, to determine any and all additional rules and regulations which it considers necessary for the proper conduct of the exhibit.
    15. Adherence to Federal Regulations
      Customer agrees to adhere to all applicable federal regulations governing its activities related to the sponsored event or exhibition. This includes but is not limited to regulations enforced by agencies such as the Food and Drug Administration (FDA), Federal Trade Commission (FTC), Environmental Protection Agency (EPA), Occupational Safety and Health Administration (OSHA), and any other relevant regulatory body.

      Customer warrants that it is in compliance with all federal regulations relevant to its products, services, and operations. The Customer further agrees to provide evidence of compliance upon request by the event organizers.

      Customer acknowledges that any failure to comply with federal regulations may result in immediate termination of this agreement and forfeiture of any sponsorship or exhibition fees paid. Additionally, the Customer agrees to indemnify and hold harmless the event organizers from any claims, damages, or penalties resulting from non-compliance with federal regulations.
  6. Email Blasts
    Invoiced once a month, during the month an email blast is scheduled.
  7. Article License
    WTWH grants Customer a license to use and reprint referenced article from an WTWH publication. This one-time license permits Customer to host the entire article on Customer website and that requires full credit to the author and publisher. WTWH will also provide a printable PDF version.
  8. Other Services
    Invoiced upon Customer’s execution of this Agreement, unless otherwise noted in writing.

 

2. COLLECTION COSTS 

Customer agrees to reimburse WTWH for any reasonable legal fees, costs or other expenses incurred by WTWH in its effort to collect on overdue Customer invoice(s). WTWH is entitled to charge a late fee of 3% monthly on any past due amounts.

 

 

3. TERM; CANCELLATION, CHANGES & CONTINUATION 

The Term of this Agreement shall commence upon the date executed by Customer and continue until all Services are completed, unless WTWH terminates with written notice to the other party. Cancellation of some or all of the Services under this Agreement is not permitted, with the exception of a Content Studio Services Program. If promotion on a Custom Content Studio related Service is not complete within thirty (30) days of WTWH’s delivery of the final asset, the promotional component of this Agreement will be automatically terminated and WTWH shall have no further obligations with respect thereto.

 

 

Termination of this Agreement, or any specific Services included in this Agreement, shall not relieve either party from any liabilities or obligations incurred under this Agreement prior to such termination or which by their nature are intended to survive expiration or termination.

 

 

Any changes to this Agreement must be made in writing and signed by both parties. Customer must provide new materials prior to the deadline date for Services. Otherwise, WTWH reserves the right to continue the insertion of previously published ad material in order to fulfill the contract.

 

 

4. CONFIDENTIALITY

The content of this Agreement is deemed Confidential Information. All information shared by Customer with WTWH related to this Agreement, which is of the nature that a reasonable person would understand its owner would not want it disclosed to the public, is also deemed Confidential Information under this Agreement. WTWH shall exercise due care and implement reasonable procedures to maintain the confidentiality of Confidential Information and to prohibit the disclosure, unauthorized duplication, misuse, or removal of Confidential Information. WTWH will only use Confidential Information for fulfilling its duties and obligations under this Agreement. All Confidential Information is and shall remain the sole property of Customer, and WTWH shall have no right, title, or interest in or to the Confidential Information.

 

 

5. WTWH LICENSE 

WTWH hereby grants a non-sublicensable license to use its logo, trademarks or any other proprietary information as part of the Services.

 

 

6. WTWH RESPONSIBILITIES FOR RELEASES 

WTWH shall obtain releases, licenses, permits or other authorization to use copyrighted materials, photographs, art work or any other property or rights belonging to third parties obtained by WTWH for use in performing Services.

 

 

7. CUSTOMER RESPONSIBILITIES FOR RIGHTS & RELEASES 

Customer guarantees to WTWH that all elements of text, images, or other artwork and trademarks provided to WTWH are either owned by Customer, or that Customer has the applicable permissions to use them. Customer’s displaying text, images, or other artwork or trademarks in their advertisements hereby represents and warrants that Customer does have the authority of the applicable owner of such intellectual property to do so, and holds WTWH harmless for any misuse or damages resulting from the use of such intellectual property.

 

 

8. CUSTOMER RESPONSIBILITY FOR ACCURACY 

Customer is responsible for the accuracy, completeness and propriety of information concerning its products and services, whether provided to WTWH verbally or in writing, in connection with the performance of this Agreement.

 

 

9. TIME IS OF THE ESSENCE 

Customer shall be responsible for making best efforts to provide access to internal stakeholders, customers, clients and information concerning Customer’s products and services in order to complete the work contracted. If there are substantial delays from the kick off, WTWH retains the right to cancel a Service at its sole discretion.

 

 

10. LIABILITY & INDEMNIFICATION 

Each party agrees to indemnify, defend, and hold harmless, the other party (and its affiliates and their respective officers, directors, employees, and agents) from and against any and all third party claims, losses, costs, obligations, liabilities, damages, actions, suits, allegations, causes of action, demands, liens, encumbrances, security interests, expenses, settlements, and judgments, of whatever type or nature (“Claims”), which are asserted against, incurred by, imposed upon, or suffered by the other party by reason of, or arising from (a) the infringement by the indemnifying party of any patent, copyright, trademark, trade secret, or other intellectual property or contract right of any other person; and (b) the gross negligence or willful misconduct of the indemnifying party. The indemnified party will provide the indemnifying party with prompt notice of any Claim which the indemnified party believes falls within the scope of this Section and the indemnifying party’s indemnification obligations. The indemnifying party shall not agree to any settlement of a Claim under this Section without first obtaining the indemnified party’s written approval. Customer agrees to waive any and every Claim which arises in its favor that is covered by valid and collectible insurance policies to the extent of the insurance proceeds paid with respect thereto. Inasmuch as the waiver will preclude the assignment of the aforesaid claim by way of subrogation to an insurance company (or other person), Customer shall notify its insurers of such waiver.

 

 

11. GOVERNING LAW 

This Agreement shall be governed, construed and interpreted in accordance with the laws of the State of Delaware without regard to its rule of conflicts of laws.

 

 

12. REPRESENTATION & WARRANTIES 

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder.

 

 

Except as otherwise provided herein, the services and space provided by WTWH are provided “as is” and without any warranty of any kind and WTWH expressly disclaims all representations and warranties, whether implied or statutory and assumes no liabilities with respect thereto. WTWH reserves the right to reject any advertisement it deems unsuitable for its audience in its sole discretion.

 

 

13. ENTIRE AGREEMENT 

Except as otherwise set forth or referred to in this Agreement, this Agreement constitutes the sole and entire Agreement and understanding between the parties hereto as to the subject matter hereof, and supersedes all prior discussions, agreements and understandings of every kind and nature between them as to such subject matter.