This addendum (the "Addendum") supplements and is made a part of the American Association of Advertising Agencies and Interactive Advertising Bureau Standard Terms and Conditions for Internet Adverting for Media Buys One Year or Less, Version 3.0 (located at https://www.iab.com/wp-content/uploads/2015/06/IAB_4As-tsandcs-FINAL.pdf, as such location may be updated by the IAB from time to time) (the "IAB Media Terms").
Terms defined in the IAB Media Terms shall have the same meaning in this Addendum unless otherwise stated herein. The parties agree that the IAB Media Terms and this Addendum (hereafter collectively referred to as the "Agreement") shall govern all media buys between Agency and Media Company entered into pursuant to an IO referencing this Agreement.
A. The term "Deliverable" or "Deliverables" shall be interpreted to include programmatic media inventory served on Network Properties
B. The definition for the term "Media Company" shall be replaced with the following: "'Media Company' means SpotlightIQ LLC"
C. In addition to websites, the term "Media Company Properties" and "Network Properties" shall be interpreted to include mobile applications, Connected TV devices, gaming consoles, as well as other platforms and properties where digital advertising may be delivered.
Insertion orders may be renewed or extended under the same terms and conditions by providing verbal notice to Media Company prior to the end of the IO, with written confirmation to follow.
Unless otherwise set forth in the IO, invoices will be sent at the beginning of each month for services provided the preceding month. Payment terms shall be as stated in the IO or applicable services agreement. Agency and Advertiser shall be jointly and severally liable for all payments.
Media Company will make reporting available during regularly scheduled intervals throughout the campaign. Reports may include impressions delivered, spend, and average CPM. All fees will be calculated based on Media Company reported numbers.
Unless otherwise provided in an IO, Advertiser may cancel by providing 72 hours advanced written notice to Media Company. Advertiser will remain responsible for any fees incurred prior to the effective date of such termination.
Unless otherwise explicitly provided in an IO, Media Company does not guarantee any specific amount of deliverables. Budget amounts stated in an IO are estimates and not guarantees. Given the nature of programmatic media, delivery may fluctuate throughout campaigns.
Advertiser shall indemnify Media Company for claims arising from the content of Ads, Advertising Materials, breach of representations or warranties, or violations of applicable laws. This includes intellectual property claims, privacy violations, and defamatory content.
Advertiser and Agency must comply with all applicable privacy laws including CCPA, COPPA, and state privacy laws. Advertiser represents that it has obtained necessary consents and provided required notices for data collection and use.
Advertiser and Agency acknowledge that Media Company services may rely on external Third Party services. By using Media Company services, parties agree to comply with Third Party terms and policies.
This Agreement shall be governed by the laws of New York, without reference to its choice of law rules. Disputes shall be resolved in state and federal courts located in Manhattan, New York.
All notices to Media Company should be sent to: sean@spotlightiq.com
This is a summary of key provisions. For the complete terms, please refer to the full AAAA/IAB Standard Terms and Conditions and SpotlightIQ Addendum.