ADDENDUM TO THE AAAA/IAB 3.0 TERMS

To the extent any terms of this Addendum conflict with the terms of the Terms, the terms of this Addendum shall apply. Capitalized terms that are not otherwise defined in this Addendum shall have the meanings assigned to them in the Terms. Where Advertiser is purchasing directly from Media Company, all references to Agency (where applicable and where the context makes sense) shall refer to Advertiser.

1. Definitions
   1. The words “or Custom Content” are hereby added to the end of the definition of “Ad”.
   2. The term “Sites” shall include websites, mobile websites, apps, emails, and other digital properties.
   3. The definition of “Advertising Materials” is supplemented to include all content, products, information, marks and materials delivered (directly or indirectly) to Media Company by Advertiser or Agency or otherwise belonging to Advertiser, including all trademarks, copyrights or other forms of intellectual property belonging to Advertiser.
2. Ad Placement and Positioning (Section II).

   Media Company agrees to use commercially reasonable efforts to comply with any restrictions regarding the placement or positioning of Ads, or editorial adjacency guidelines, but in no event shall Media Company have any such obligations with respect to Sites containing user-generated content or with respect to the third party Websites, Apps and/or any other service (including, but not limited to, Facebook, YouTube, Pinterest, etc.) (collectively, the ‘Third Party Services’).

3. Cancellation and Termination (Section V).
   1. Advertiser Cancellation. Unless otherwise set forth in an IO, the IO is non-cancellable, except upon 90 days’ prior written notice to Media Company. Regardless of the date of cancellation by Advertiser hereunder, Advertiser will be responsible for the cost of any work performed or materials purchased on behalf of Advertiser, including the cost of services.
   2. Media Company Cancellation. Unless designated otherwise on the IO, Media Company may cancel the entire IO, or any portion thereof, or reject or remove any advertising copy in connection with any of Media Company’s Sites, or Third Party Services, whether or not the same has already been acknowledged, accepted and/or previously published, displayed, performed or transmitted, including, but not limited to, for reasons relating to the content of the Ads or Advertising Materials or any technology associated with the Ads or Advertising Materials. In the event of such cancellation, rejection or removal by Media Company, Ads 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, Media Company reserves the right to (i) remove from selected copies, editions, versions, or sections of a Site or Third Party Service advertisements containing matter that readers have deemed objectionable (ii) implement blocking technology (including, but not limited to, geo-blocking technology) in connection with the Sites or Third Party Services; and (iii) enhance, upgrade and/or otherwise modify or discontinue any Site or Third Party Service at any time.
   3. Short Rates. Unless otherwise set forth in the IO, in the event that Media Company terminates its relationship with Advertiser and/or Agency for cause, or in the event of Advertiser’s or its Agency’s cancellation of any portion of any advertising order/contract or failure to have published and paid for the specified number of Ads, or if at any time Media Company 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 Ads, and may result in a short-rate (which is the difference between the rate charged on the contracted frequency and the higher rate based on the reduced frequency of advertisements actually published and paid for, herein a “Short-Rate”). In such event, all charges incurred up to the date of cancellation plus Short-Rate charges shall be immediately due and payable. Furthermore, in the event Advertiser or Agency breaches, Media Company may, in addition to its other remedies, (a) cancel its recognition of Agency, thereby causing Agency to lose claim to any commission for any further Ads/Advertising Materials placed with Media Company on behalf of Advertiser or any other client of Agency, and/or (b) refuse to publish any or all of Advertiser’s Ads/Advertising Materials.
4. Payment Liability (Section III).

   1. Unless otherwise set forth in the IO, each ad campaign will run for one week. Media Company will invoice Advertiser or Agency, as applicable, at the end of each week, for those fees set forth in the IO which are attributable to Ads that ran in the preceding week. All Media Company invoices shall be paid by Advertiser or Agency, as applicable, within thirty (30) days of the date of invoice.

      In the event an order is placed by an Agency on behalf of Advertiser, such Agency warrants and represents that it has full right and authority to place such order on behalf of Advertiser 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 Media Company, 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 Media Company shall constitute an account stated unless written objection thereto is received by Media Company within ten (10) days from the rendering thereof. Payment by Advertiser to Agency shall not discharge Advertiser’s liability to Media Company. The rights of Media Company shall in no way be affected by any dispute or claim between Advertiser and Agency. Advertiser and Agency agree to reimburse Media Company 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. Upon request, Agency will make available to Media Company written confirmation of the relationship between Agency and Advertiser. This confirmation should include, for example, Advertiser’s acknowledgement that Agency is its agent and is authorized to act on its behalf in connection with the IO and these Terms. In addition, upon the request of Media Company, Agency will confirm whether Advertiser has paid to Agency in advance funds sufficient to make payments pursuant to the IO. If Advertiser’s or Agency’s credit is or becomes impaired, Media Company may require payment in advance.”

5. Ad Materials (Section IX).
   1. Custom Material and Talent. In the event Media Company develops, delivers or produces any Custom Materials for Advertiser or engages any talent, influencers or other individuals (“Talent”) to distribute Ads or Custom Material on behalf of Advertiser, the parties agree that all Custom Material executions and the engagement of any Talent in connection therewith shall be subject to a separate addendum signed by the parties.
   2. Native Advertising. For any Ads provided by Advertiser or Agency, Advertising Materials or Custom Materials (and all hyperlinks that link to any such editorial) that constitute product integration, content sponsorship, or any other form of native advertising, including but not limited to any editorial content that (i) is written by Media Company or another party either (A) at the direction of Agency or Advertiser, or (B) for the purpose of enabling Media Company to run a contextually relevant advertisement on behalf of Advertiser, or (ii) is provided by Advertiser or by Agency on Advertiser’s behalf for placement by Media Company or on any of Media Company’s digital properties (collectively, “Native Advertising”), Media Company shall have the right, in its discretion, to label such Native Advertising as sponsored material or advertising copy or to distinguish the style and/or presentation of such materials. By way of illustration, such identification could (where applicable to the context) consist of use of “advertisement” or “paid content” or “sponsored by [Advertiser name]” or “[presented by [Advertiser name],” and Media Company may determine the particular identification to be used in its sole discretion.
6. Indemnification. Section X of the Terms is hereby modified as follows:
   1. Advertiser will defend, indemnify, and hold harmless Media Company and each of its Affiliates and Representatives from Losses resulting from any Claims brought by a Third Party resulting from (i) Advertiser’s, Agency’s or each of their Representatives’ alleged breach of Section XII or of Advertiser’s and Agency’s representations, warranties and obligations as set forth in Section XIV(a) or in this Addendum (ii) Advertiser’s violation of Policies (to the extent the terms of such Policies have been provided (e.g., by making such Policies available by providing a URL) via email or other affirmative means, to Agency or Advertiser at least 14 days prior to the violation giving rise to the Claim), (iii) the content or subject matter of any Ad or Advertising Materials to the extent used by Media Company in accordance with these Terms or an IO, the linkage of any Ad or Advertising Materials on the Sites to other material; or the products and/or services promoted, sold, presented and/or contained in Advertiser’s advertisements; and (iv) any claim that technology, data, or software provided by Advertiser or Agency in connection with the IO violates or infringes third party rights or applicable Laws.”
7. Limitation of Liability.

   EXCEPT AS SPECIFICALLY SET FORTH IN THE IO, THE TERMS OR THIS ADDENDUM, MEDIA COMPANY DISCLAIMS ALL WARRANTIES AND/OR GUARANTEES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES FOR NONINFRINGEMENT, ACCURACY, AVAILABILITY, UPTIME, MERCHANTABILITY AND/OR FITNESS FOR ANY PARTICULAR PURPOSE, THE POSITIONING OR PLACEMENT OF ADS, ADVERTISING RESULTS, DELIVERY OF ANY IMPRESSIONS, INFORMATION AND DATA SECURITY, THE ACCURACY OF AUDIENCE DATA, INCLUDING, BUT NOT LIMITED TO, AUDIENCE DEMOGRAPHIC DATA, AUDIENCE SIZE/REACH DATA, ETC., THE QUANTITY, QUALITY OR FREQUENCY OF CLICKS OR CLICK-THROUGH RATES OF ADS ON THIRD PARTY SERVICES, THE PREVENTION OF END USERS’ USE OR ENGAGEMENT OF AD BLOCKING TECHNOLOGY ON THIRD PARTY SERVICES, AND THE VIEWABILITY OF ANY ADS ON THIRD PARTY SERVICES, IN CONNECTION WITH THE DISPLAY, PERFORMANCE AND TRANSMISSION OF ADS ON MEDIA COMPANY’S SITES AND/OR THIRD PARTY SERVICES. Advertiser acknowledges that third parties other than Media Company may generate automated, fraudulent or otherwise invalid/improper impressions, conversions, inquiries, clicks or other actions on Advertiser’s advertisements displayed on Third Party Services and Media Company’s Sites. As between Advertiser and Media Company, Advertiser accepts the risk of any such improper actions. Advertiser’s exclusive remedy for such suspected improper actions is for Advertiser to request a refund relating to its impacted advertisements in the form of advertising credits on the applicable Third Party Service or Media Company Site within thirty (30) days from the end of the calendar month in which such advertisement is initially displayed on the Site or the applicable Third Party Service. Any advertising credit refunds in connection with the Advertiser’s aforementioned requests are within the sole discretion of Media Company.

8. Non-Disclosure, Data Usage and Ownership, Privacy and Laws

   1. Section XII(d) is hereby deleted and replaced with the following:

      “D. Data Usage and Ownership

      1. Ownership. Media Company owns all rights, title, and interest in the Sites. As between Media Company and Advertiser, Media Company owns all right, title, and interest in all data collected or generated as a result of use of the Sites or the appearance of Ads on the Sites and may use the data for any purpose without authorization from Advertiser.
      2. Data Collection and Tracking. Unless expressly permitted in an IO, in the course of running Ads on the Sites, Advertiser will not gather or collect any information related to any individual user or device, including without limitation IP address, unique device identifier, or usage data. Unless expressly permitted in an IO, Advertiser will not, and will ensure that any Representative or Third Party engaged by Advertiser will not utilize, install, or otherwise incorporate any digital tracking technologies, including without limitation any code, software, cookies, tags, beacons, data files, hyperlinks, plug-ins, application programming interfaces, locally stored objects, or method of identifying user activity (“Tracking Devices”) on or into any Sites.
      3. Data Usage. Unless otherwise set forth in an IO, Media Company will provide Performance Data reports at the conclusion of each campaign. Advertiser may further use or disclose such Performance Data for reporting purposes in the aggregated and de-identified form received from Media Company, provided that such use in no way identifies Media Company, Media Company’s products, services, segments, attributes or search criteria, or any end user or device.
      4. Repurposing. Unless otherwise authorized by Media Company, Advertiser will not use Collected Data for or any other data related to the presence of a user or device on the Sites for Repurposing. If expressly permitted to engage in any Repurposing in an IO, Advertiser will comply with all applicable legal and industry self-regulatory requirements, including without limitation those set forth in Section XII(g) below.
      5. Security. Advertiser shall implement and maintain reasonably physical, administrative, and technical safeguards to protect the security, confidentiality, and integrity of Collected Data and other information received pursuant to the IO. Such safeguards shall at all times comply with current federal and other applicable legal and industry standards to protect against unauthorized disclosure of access to data.”

   2. Section XII(g) is deleted and replaced with the following:

      “g. Compliance with Laws. Agency, Advertiser and Media Company will at all times comply with all federal, state, and local laws, ordinances, regulations, guidelines, codes, principles and industry standards (collectively, “Laws”) which are applicable to their performance of their respective obligations under the IO, including, without limitation, intellectual property, publicity, defamation, privacy, data protection, storage, security, advertising (including native advertising), marketing, contests, sweepstakes, games of chance, and game mechanics.”

   3. The following new Section XII(i) is hereby added:

      “i. Advertiser and its 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 Ads 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 (including, but not limited to, any copyright, patent, trademark, service mark, privacy and publicity rights) of, and is not harmful to, any person, corporation or other entity. Advertiser understands that the intended audience of Media Company’s Sites is primarily in North America. In addition, to the extent Advertiser and/or Agency provides any such data, or any names, postal addresses, email addresses, telephone numbers or other personally identifiable data to Media Company for any purpose, Advertiser and/ or Agency represents and warrants that it has all rights, consents and permission necessary to transfer such data, and for Media Company to use such data, for the purposes contemplated by the parties.”

   4. The following new Section XII(j) is hereby added:

      “j. Advertiser and its Agency, if there be one, each represent and warrant that: (i) none of the advertisements, ad tags (if any), software or any other materials provided to Media Company for display on Third Party Services or Media Company’s Sites cause the download or delivery of any software application, executable code, malware, any virus or malicious or social engineering (e.g., phishing, etc.) code or features; and (ii) it will not conduct or undertake, or authorize any third party to conduct or undertake, any unlawful or improper actions in connection with the Third Party Services or Sites including, but not limited to, generating automated, fraudulent or otherwise invalid clicks or impressions on Third Party Services or Media Company’s Sites, or collecting data contrary to applicable Laws or Media Company’s Privacy Policy or any applicable Third Party Services’ Privacy Policy and/or these Terms; and (iii) it will comply with all applicable self-regulatory behavioral targeting principles, including, but not limited to, the Digital Advertising Alliance and Network Advertising Initiative self-regulatory behavioral targeting principles.”

   5. The following new Section XII(k) is hereby added:

      “k. Email/Text Campaigns. In the event an IO includes advertisements and/or other commercial messages sent by Media Company on behalf of Advertiser and/or Agency via email/SMS message or pre-recorded voice message, Advertiser and Agency understand that such messages may be governed by federal, state and local laws, rules and regulations, including without limitation the Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 and any acts related thereto, and including the interpretations thereof by the FTC or other governmental authorities (collectively, the “CAN-SPAM Act”), the Telephone Consumer Protection Act of 1991 and any acts related thereto, and including the interpretations thereof by the FCC or other governmental authorities (collectively, the “TCPA Act”), state “Do Not E-mail” registries and state laws, rules and regulations concerning text messages/SMS and pre-recorded voice messages. Advertiser agrees to comply with all such applicable laws, rules and regulations. Without limiting the generality of the foregoing, Advertiser shall fulfill all obligations of a “Sender” as specified in the CAN-SPAM Act, unless Media Company agrees in writing to be designated as the “Sender”. In either case, Advertiser agrees to comply with Media Company’s policies intended to comply with the CAN-SPAM Act.”

9. Third Party Ad Serving and Tracking

   1. Section XIII is hereby deleted and replaced in its entirety with the following:

      “Media Company makes no guarantee or representation as to the quantity and/or quality of visits, impressions, circulation, or other usage of Third Party Services or Media Company’s Sites or of the advertisement, or as to the use of any particular tracking or information-gathering devices, unless Media Company expressly agrees otherwise in writing. Advertiser and Agency acknowledge and agree that advertisements and ad impressions published on Third Party Services and Media Company’s Sites may be viewed by end users located in and/or outside the United States.”

10. Miscellaneous (Section XIV).
    1. Assignment. The following sentence shall be added to the end of Section XIV(b): “For the sake of clarity, 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 Media Company, nor may Advertiser or Agency authorize any others to use any advertising space.”
    2. Governing Law. For purposes of Section XIV(d), the choice of law governing any IO shall be New York, and all claims, legal proceedings or litigations arising in connection with any IO (including the Terms or this Addendum) shall be brought solely in the courts of New York County.

    3. he following new Section XIV(h) is hereby added:

       1. Archival Uses. Advertiser and Agency agree that any submitted Ads published on the Sites or Third Party Services, may, at Media Company’s option, be used during and after the applicable campaign period by Media Company or its agents for internal, institutional, trade, and archival purposes (including, without limitation, on archival portions of Media Company’s websites and in the ‘historical feed’ of Media Company’s and/or Talent’s (as applicable) social media channels) or award submission purposes. The copyright in any advertisement and/or content created by Media Company is owned by Media Company and may not be otherwise used by Advertiser or third parties without Media Company’s prior written consent.

For reference, the IAB Standard Terms and Conditions for Internet Advertising For Media Buys One Year Or Less are available for download here.