The IAB Standard Terms and Conditions for Internet Advertising for Media Buys of One Year or Less version 3.0 shall govern Media Company AdvancedTV buys between Media Company and the Advertiser or Agency listed on an associated IO or email campaign confirmation, subject to the following amendments:
"Advertising Materials" definition is replaced with:
"means artwork, copy, video, or active URLs for Ads."
"IO" definition is replaced with:
"means a mutually agreed insertion order or email confirmation that references and incorporates these Terms, under which Media Company will deliver Ads on Sites for the benefit of Agency or Advertiser."
"Network Properties" definition is replaced with:
"means websites that are not owned, operated, or controlled by Media Company, but on which Media Company has a contractual right to serve Ads."
a. Compliance with IO. The first sentence is replaced in its entirety with:
"Media Company will comply with the IO, including all Ad placement restrictions."
a. Invoices. The first sentence is replaced in its entirety with:
"The initial invoice will be sent by Media Company or Media Company’s designee upon completion of the first month’s delivery, or within 30 days of completion of the IO, whichever is earlier. Unless otherwise directed by Media Company in writing, Media Company’s SSP partner shall provide all invoices to Agency or Advertiser, as applicable. Notwithstanding anything to the contrary in the Terms, Agency or Advertiser, as applicable, shall be invoiced on, and agrees to remit payment to Media Company’s SSP partner for, delivery based on Media Company’s SSP partner’s delivery numbers."
The following new subsection d is added:
d. Guaranteed Deliverables. For automated guaranteed campaigns, makegoods are not available.
c. By Agency. The following is added to the end of the sentence in this section:
"(iii) Agency’s infringement or misappropriation of any intellectual property right, including patent, copyright, or trademark, of any third party, or (iv) any Claim arising out of Agency’s acts or omissions which had such acts or omissions been performed by Advertiser, Advertiser would be obligated to indemnify Media Company."
d. Use of Collected Data. This section is replaced in its entirety with:
"Advertiser or Agency, each as applicable, additionally represent and warrant to Media Company that:
a. Necessary Rights. The following is added to the end of this section:
"Advertiser and Agency each additionally represent and warrant that (i) it will establish and use adequate and appropriate procedures and controls that meet or exceed current industry best practices to protect the privacy, security, integrity, and confidentiality of all data it collects, receives, or accesses in connection with the campaign; (ii) it will store and retain the Collected Data only for such periods as needed to provide the services hereunder; (iii) it will comply with all applicable legal obligations, including without limitation all privacy and data disposal laws, rules and regulations, as well as any applicable self-regulatory guidelines, including the most current Digital Advertising Alliance’s Self-Regulatory Principles for Online Behavioral Advertising and the most current Network Advertising Initiative Code of Conduct ("Applicable Law"); (iv) it will maintain a public-facing privacy notice on its website disclosing how, and for what purpose, the data it collects, receives, or accesses will be used or transferred to third parties and will provide meaningful opportunity for users to opt out as required under Applicable Law, including without limitation through the Digital Advertising Alliance’s or Network Advertising Initiative’s compliance programs, as applicable; (v) any technology or code provided by it to Media Company shall not contain any viruses, trap doors, hidden sequences, hot keys, time bombs, or other destructive program or code and shall not have any impact on the performance or functioning of the Media Company service; (vi) no technology provided by it to Media Company shall enable any 3rd or 4th party web client unauthorized access without the prior consent of Media Company; (vii) it has obtained and will maintain all consents necessary for its performance under this IO, including those related to Advertiser or Agency data or data from third-party sources that may be used in connection with the IO and it will honor any opt-outs from users with respect to the collection and use of such data; and (viii) it shall not re-sell advertising inventory made available to it by Media Company."
d. Conflicts; Governing Law; Amendment. The blanks in this section are replaced with "California" and "Los Angeles, California" respectively.