STANDARD AD TERMS

 

All advertisements and promotions hereunder, will be subject to the terms of the IAB-AAAA Standard Ad Terms version 3 (the “IAB-AAAA Terms”), which can be found here and which are hereby incorporated by reference, as modified by the additional terms and conditions herein below (the “Additional Terms”). Capitalized terms used herein that are not defined have the meaning set forth in the IAB-AAA Terms. In the event of conflict between the IAB-AAAA Terms and the Additional Terms, the Additional Terms shall control. If an Agency enters this Agreement on behalf of any Advertiser, then Agency represents and warrants that it is authorized to enter into the Agreement on behalf of Advertiser and that the Agreement is fully binding on Advertiser. If an Advertiser enters into the IO directly, all of the obligations of “Agency” in the IAB-AAAA Terms will be deemed to be obligations of Advertiser.

Any purchase order, insertion order or other terms issued or provided by the Advertiser or Agency with respect to the campaign that is the subject of this IO, not fully and mutually executed by the parties, will be of no force or effect and is not binding. Media Company (also referred to as “Publisher” or “CAC”) will have no obligation to agree to any proposed revision of a previously agreed IO, including without limitation any change to, or substitution for, the Ad, any change to the positioning of the Ad or any change to the campaign run dates. Publisher has the right to optimize campaigns for purposes of seeking better performance, even if optimization may result in uneven delivery of inventory. Advertiser consents and gives license to allow Publisher the right to use Advertiser’s name on its web site, social media sites and in marketing materials, in a listing of companies that are using or have used its services. Unless otherwise expressly guaranteed in an IO, all placements are for specified locations and time periods (fixed placements) without guarantees of traffic, impressions, CPMs, or results. In the event that actual Deliverables for any campaign fall below (or are expected to fall below) guaranteed levels (if any), or if any fixed placement is unavailable for any reason, Publisher’s sole liability, if any, will be limited to makegoods provided by Publisher, as it determines in its discretion (which may include substitution with alternate promotions having similar overall value in the aggregate). Sections II.b. and V.a (except subsection iv) of the IAB-AAAA Terms will not apply with respect to this IO. 

Notwithstanding anything to the contrary, including in the IAB-AAAA Terms, Publisher may use commercially reasonable efforts to, but cannot guarantee, any requirements purporting to require Publisher to (i) comply with any Editorial Adjacency Guidelines; (ii) detect and prevent fraudulent traffic; (iii) place Ads on sites targeting a USA based audience (but is not responsible for filtering out any non-USA based traffic nor reducing impressions or payments as a result thereof); (iv) comply with any restrictions, requests or policies with respect to DMA or Geographic limits, Audience Guarantees, Viewability, Third Party Ad Server Policies, Programmatic, Real Time Bidding, Biddable Deliverables, and/or Tolerance Ranges, Ad Tags, and other similar restrictions, requests or policies (collectively, clauses (i) through (iv), “Offending Impressions”); and in the event of any alleged or suspected Offending Impressions, the sole remedy of the parties is to discuss and endeavor in good faith to find a mutually agreeable solution. Notwithstanding anything to the contrary, including in the IAB-AAAA Terms, in the event of any discrepancy between ad serving numbers or traffic reports, Publisher’s numbers shall govern unless otherwise mutually agreed; provided that the parties shall discuss and endeavor in good faith to find a mutually agreeable solution. Advertiser represents and warrants that (a) Advertiser has the right to provide the Ad to Publisher and to authorize Publisher to reproduce, display, distribute, exhibit and publish the Ad, (b) the Ad and Publisher’s reproduction, display, distribution, exhibition and publication of the Ad will not infringe upon, violate or give rise to any adverse claim with respect to any intellectual property, proprietary or personal rights of any third party or violate any law. Publisher indemnifies Advertiser from any against actual out of pocket costs to Advertiser as a direct result of any infringement of an unaffiliated third party’s intellectual property rights by Publisher, except if caused by Agency or Advertiser or a third party. Agency and Advertiser (each, an “Indemnitor”) will defend, indemnify and hold harmless Publisher and its affiliates and each of their respective officers, directors, agents, employees, subsidiaries, shareholders, partners and members (collectively, "Indemnitees") from any and all claims, demands, losses, liabilities, damages, costs and expense (including reasonable attorneys’ fees) which may be asserted against, imposed upon, or suffered by any of the Indemnitees, or which may be claimed by any person as a result of, arising out of or related to the breach or violation of Indemnitor’s representations, warranties or obligations in this Agreement, or arising out of any Ad, or any content or materials provided by or on behalf of Advertiser. Any credit (if any) provided to Advertiser that has not been used by the date that is 12 months after the date on which the credit is issued will be forfeited. Publisher will not be required to refund any payment to Agency or Advertiser upon termination or expiration. Publisher will not in any event have any liability with respect to any non-delivery or under-delivery that is due to late delivery by Advertiser or Agency of any Ad, creative, copy or other material or to any other failure or delay by Advertiser or Agency. Publisher has the right in its discretion to refuse to run or remove any Ad at any time. NOTWITHSTANDING ANY OTHER PROVISION CONTAINED IN THIS AGREEMENT, IN NO EVENT WILL PUBLISHER’S MAXIMUM AGGREGATE LIABILITY TO ADVERTISER WITH RESPECT TO ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, ITS TERMINATION OR EXPIRATION, OR ANY AD, WHETHER SUCH LIABILITY IS UPON CONTRACT, WARRANTY, TORT, FAILURE OF ESSENTIAL PURPOSE, TRADE USAGE OR OTHERWISE, EXCEED THE TOTAL AMOUNT PAID TO PUBLISHER BY ADVERTISER HEREUNDER PURSUANT TO THIS IO DURING THE SIX MONTH PERIOD ENDING ON THE DATE ON WHICH THE CLAIM ACCRUED.

Upon termination of the IO or the Agreement for any reason, all outstanding amounts owed to Publisher shall become immediately due and payable in full, regardless of any credit terms that may have been applicable to Agency or Advertiser. For purposes of Section XIV.d. of the IAB-AAAA Terms, the Agreement will be governed by the laws of the State of Virginia, and any claims, legal proceedings, or litigation arising in connection with this IO will be brought solely in courts located in Virginia, and the parties consent to the jurisdiction of such courts. This IO may only be terminated or canceled by Advertiser as expressly set forth herein. Without limiting the generally of the no-refund language herein above, Non-CPM Commitments (defined below) are non-cancellable and non-refundable. As used herein, Non-CPM Commitments mean any fees for anything other than standard CPM based advertising inventory, including without limitation, any fees or charges for any and all Custom Materials (such as but not limited to customized work, custom content, production and/or development fees, etc.), plus any events related charges or commitments, influencer activations, etc. Agency or Advertiser shall pay any applicable taxes or other charges which may be imposed on any advertising or other deliverable or service in addition to the rates set forth in this IO.

If the IO calls for creation of Custom Material, then unless otherwise specified in the IO, (a) Advertiser will have the right to publish and exhibit the Custom Material via Advertiser’s owned and operated website and social media channels from the start date and through the end date for the campaign specified in the IO and (b) Publisher will own all Custom Material (without limitation of Advertiser’s ownership rights with respect to any material provided by Advertiser or Agency for inclusion in the Custom Material). When publishing or exhibiting Custom Material, if Publisher requests, Advertiser shall provide credit to Publisher in a form specified by Publisher. Unless otherwise specified in the IO, upon termination of the IO or the Agreement for any reason, Agency and Advertiser shall pay to Publisher all production costs and any other expenses or charges incurred by Publisher prior to the effective date of termination in connection with development, planning or preparation of any Custom Material. If the IO calls for any “Native Advertising”, meaning any paid content or advertising that bears a similarity to news, feature articles, product reviews, entertainment, or other editorial or unpaid content or materials surrounding it, then this paragraph applies. Each party represents, warrants and covenants that it will require all materials provided pursuant to this Agreement to distinguish between paid and editorial content and otherwise comply with the FTC rules and guidelines regarding Native Advertising (the “FTC Guidelines”).

Publisher reserved the right to update these terms. Please check back from time to time. Continued placement of Ads or payments after any changes constitutes your consent.