This is a Rider (“Rider“) to the IAB Standard Terms and Conditions for Media Buys of One Year or Less v. 3.0 or v. 2.0 (“4As”), as referenced in the applicable insertion order governing such media buy (“IO”). The terms set forth in this Rider supersede all prior or contemporaneous discussions, representations, correspondence and agreements, whether oral or written, pertaining to the subject matters described herein and, in the event of any conflict between the terms of this Rider and the terms of the 4As and/or the IO (including any addenda thereto), the terms of this Rider shall govern, unless such conflicting terms in an IO specifically reference the provision in this Rider which they are intended to supersede. Capitalized terms used but not defined herein will have the meaning ascribed in v. 3.0 of the 4As.
1. Media Company Properties. As between Media Company and Advertiser: (i) Media Company retains all right, title and interest in and to the Media Company sites, properties and services; and (ii) Advertiser retains all right, title and interest in and to the Ads. Advertiser acknowledges that the Sites contain user-generated content, and Media Company makes no representations or warranties with respect to the Sites. Any editorial guidelines, content restrictions, or other requirements shall not apply to user-generated content (e.g., listings, product reviews, etc.) or other third-party content on the Sites. Other than as set forth in the 4As, Media Company will have no responsibility (including but not limited to indemnity obligations) with respect to third-party content or Sites that are not Media Company Properties.
2. Ads. Advertiser shall ensure that (a) the Ads and Advertiser Materials and (b) content linked from the Advertiser Materials: (i) do not infringe the rights of any third party; (ii) are not misleading, deceptive, defamatory, obscene, threatening, harassing or discriminatory; (iii) do not contain any virus, trojan horse, malicious code or any other damaging component(s); and (iv) do not violate any applicable laws (e.g., relating to gambling, intellectual property, financial services, data protection and advertising), including the laws of the country(ies) of any Media Company Properties on which the Ads are displayed. Advertiser represents and warrants that it has obtained all necessary rights, consents, licenses or clearances with respect to the publication of the Ads and Advertiser Materials. Notwithstanding Media Company’s acceptance of an IO or display of any Ads, Media Company may remove or refuse to publish or link to any material (e.g., Ads, Advertiser Materials, tracking technologies, etc.) which in its discretion is unlawful, inappropriate or otherwise in breach of this Rider or Policies, promotes competitive services to those provided by Media Company or its affiliated companies, or does not comply with Media Company’s technical requirements as made available to Advertiser or Agency.
3. Data Collection and Usage. Any data used or collected by Advertiser or its agents and contractors shall be in compliance with Advertiser’s privacy policy, applicable laws and the Digital Advertising Alliance Self-Regulatory Principles. Unless authorized by Media Company, Advertiser will not: (A) use Collected Data for Repurposing; provided, however, that Performance Data may be used for Repurposing so long as it is not joined with any IO Details or Site Data; (B) disclose IO Details of Media Company or Site Data to any affiliate or third party unless such affiliate or third party is bound by confidentiality and non-use obligations at least as restrictive as those on Advertiser. “Repurposing” means retargeting a user or appending data to a non-public profile regarding a user for purposes other than performance of the IO. “Collected Data” consists of IO Details, Performance Data, and Site Data. “IO Details” are details set forth on the IO but only when expressly associated with the applicable discloser, including but not limited to, Ad pricing information, Ad description, Ad placement information, and Ad targeting information.” “Performance Data” is data regarding a campaign gathered during delivery of an Ad pursuant to the IO (e.g., number of impressions, interactions, and header information), but excluding Site Data or IO Details. “Site Data” is any data that is (A) preexisting Media Company data used by Media Company pursuant to the IO; (B) gathered pursuant to the IO during delivery of an Ad that identifies or allows identification of Media Company, Media Company’s site, brand, content, context, or users as such; or (C) entered by users on any Media Company site other than User Volunteered Data. “User Volunteered Data” is personally identifiable information collected from individual users by Media Company during delivery of an Ad pursuant to the IO, but only where it is expressly disclosed to such individual users that such collection is solely on behalf of Advertiser. Advertiser will not, without Media Company’s prior written consent, include or authorize any third party to include, browser-based cookies, Flash cookies, web beacons, pixels, tags, or any other technology in, or otherwise in connection with, any Ads, that are designed to track end-users’ online activity for any purpose (including, without limitation, to retarget advertisements) other than to measure performance of one or more Ad campaigns or validate compliance with the IO (e.g., viewability, frequency capping, brand safety). Advertiser or its agents and contractors shall not collect, or permit the collection of, any personally identifiable information from users visiting the Sites without the prior written consent of Media Company. In the event Advertiser receives permission to collect User Volunteered Data, it will post its privacy policy prominently and conspicuously at the point of collection. Any reference in the IO to any party owning certain data that could include any element of Collected Data is hereby deleted.
4. Third Party/Fourth Party Ad Serving and Tracking. Media Company must pre-approve in writing any Third Party Ad Server and secondary serving or tracking vendors (e.g., ad verification services) of the Advertiser or Agency for each campaign (“Fourth Party Ad Servers”). Media Company shall not be bound by any measurement or reporting provided by any non-preapproved Third Party Ad Server or Fourth Party Ad Server. Fourth Party Ad Servers may not be used for billing purposes or to invalidate Deliverables, unless the applicable Fourth Party Ad Server is expressly pre-approved by Media Company in the “IO Notes” section of the IO for such purposes. Media Company will not pay for or reimburse Advertiser or Agency for any costs associated with Third Party Ad Servers or Fourth Party Ad Servers, including but not limited to ad serving, rich media, ad verification services or other vendor costs, unless such costs are itemized with reference to each vendor on the applicable IO. If Media Company approves a Fourth Party Ad Server to perform any measurement with respect to viewability, and viewability measurements are used for any purpose under the IO, then such measurements and other standards and definitions related to viewability must be consistent with the MRC Viewable Ad Impression Measurement Guidelines.
5. Rights. Advertiser agrees to defend, indemnify and hold harmless Media Company from and against all damages, liabilities, losses, costs, and expenses (including reasonable attorneys’ fees) relating to any claim, action, suit or proceeding brought by a third party arising out of or related to any actual or alleged breach by Advertiser of this Rider. The aggregate liability of Media Company will be limited to the total amount paid by Advertiser to Media Company under the applicable IO during the three months prior to the event giving rise to such liability. If Media Company fails to deliver, by the end of the period specified in an IO, the aggregate number or type of Deliverables as specified in the IO, then, notwithstanding anything to the contrary in the IO (including invoicing requirements), (a) Agency or Advertiser, as the case may be (based on Section III.c. of v. 3.0 of the 4As), will pay for Deliverables actually delivered pursuant to the IO; and (b) Media Company’s sole liability is limited, at Media Company’s election, to one of the following: (i) a refund of any prepaid charges representing the Deliverables that were undelivered; (ii) delivery of the Deliverables at a later time in a comparable position as determined by Media Company; and/or (iii) an extension of the term of the IO (confirmed by Media Company via email) with a refund representing any remaining prepaid amounts for undelivered Deliverables at the end of such extended term. Notwithstanding anything to the contrary, no Media Company obligation, limitation or requirement in the IO not otherwise reflected in the 4As will extend beyond the term of the IO or the scope of the advertising campaign set forth therein. Any obligation in the IO requiring Media Company to submit to an audit is hereby deleted. DELIVERABLES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND MEDIA COMPANY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. MEDIA COMPANY DOES NOT WARRANT THAT DISPLAY OF ADS WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE FROM THIRD-PARTY MALICIOUS OR FRAUDULENT ACTIVITY. In no event will Media Company be liable for any consequential, indirect, incidental, punitive, special, or exemplary damages whatsoever, including, but not limited to, damages for loss of profits, business interruption, loss of information, and the like, incurred by another party arising out of an IO, even if Media Company has been advised of the possibility of such damage. Unless otherwise set forth in an IO, the IO and this Rider shall be governed by the laws of the State of California and any legal proceedings will be brought solely in the county of Santa Clara, California. “X” is deleted from the first sentence of Section XIV.f. of the 4As. Media Company may update these terms from time to time by posting such revised terms on this site or otherwise by making them conspicuously available to Agency or Advertiser, and such revised terms will apply only to IOs executed following the date the terms were lasted updated on this site (as posted below).
Last updated: 11/11/2014
