IAB-ADDENDUM

SMB MEDIA CONSULTING ADDENDUM TO IAB STANDARD TERMS AND CONDITIONS FOR INTERNET ADVERTISING FOR MEDIA BUYS ONE YEAR OR LESS (VERSION 3.0)

 

This Addendum (“Addendum”) is to the IAB STANDARD TERMS AND CONDITIONS FOR INTERNET ADVERTISING FOR MEDIA BUYS ONE YEAR OR LESS (Version 3.0) (“Standard Terms”) found at http://www.iab.com/wp-content/uploads/2015/06/IAB_4As-tsandcs-FINAL.pdf The Standard Terms, as modified by this Addendum constitutes the parties’ agreement (“Agreement”) regarding the delivery of certain internet advertising services and any IOs executed and delivered between the parties shall be governed by the Agreement. Capitalized terms used and defined in the Standard Terms shall have the same meaning when used in this Addendum. All references to “Terms” in the Standard Terms shall mean the Standard Terms as modified by this Addendum. In the event of any inconsistency between the Standard Terms and this Addendum, the terms of this Addendum shall prevail. The Standard Terms are hereby modified as follows:

 

1. Advertiser (or Advertiser’s authorized Agency on its behalf) and SMB Media Consulting. and its Affiliates (“SMB Media Consulting.”), as Media Company, agree to be bound by the Standard Terms, as amended by this Addendum. All references in the Standard Terms to Media Company shall mean SMB Media Consulting. Any terms and conditions proposed by Advertiser in acknowledging or accepting SMB Media Consulting’s provision of services which are different from or in addition to the terms set forth in this Addendum or an applicable IO, each of which shall be executed by both parties, shall not be binding upon SMB Media Consulting and shall be void and of no effect.

 

2. Advertiser (or Advertiser’s authorized Agency on its behalf) acknowledges that SMB Media Consulting. is not a media company and is a service provider that provides digital media services (“Services”) using programmatic media buying platforms (“Service Platform”), and therefore Sections II(b), III(c), IV(c), VI, VII and XIII of the Standard Terms are not applicable and are hereby deleted in their entirety. Sections III(a) and (b) regarding payment terms are hereby deleted in their entirety and are replaced with payment terms set forth on each IO.

 

3. The definitions shall be amended as follows:

a) “Advertiser Site” means websites owned or operated by Advertiser.

b) “Media Company Properties” is deleted in its entirety.

c) “Network Properties” means the websites on which Media Company purchases digital media on behalf of Advertiser (or Advertiser’s authorized Agency on Advertiser’s behalf) either through premium direct deals with publishers or through RTB exchanges, in each case, as available through the Service Platform.

d) “Performance Data” means (x) data regarding a campaign gathered during delivery of an Ad pursuant to an IO (g., number of impressions, interactions, and header information) and (y) data gathered by Media Company from Advertiser Sites with Advertiser’s consent (or the consent of Advertiser’s Agency on Advertiser’s behalf), but in each case excluding Site Data or IO Details. Performance Data does not and will not include any Personally Identifiable Information (PII).

e) “Third Party Ad Server” is deleted in its entirety

 

4. Section II(a) and Section IV(b) are deleted in their entirety and replaced with the following:

“Compliance with IO. Media Company will comply with the campaign strategy set forth in IOs and any other directions provided in writing by Advertiser (or Advertiser’s authorized Agency on its behalf), including Ad targeting specifications, and will deliver to Advertiser (or Advertiser’s authorized Agency on its behalf) any agreed upon reports relating to the performance of the campaign.”

 

5. Section XI is hereby amended and replaced in its entirety as follows:

EXCLUDING INDIRECT DAMAGES AWARDED IN CONNECTION WITH INDEMNIFICATION OBLIGATIONS OR DAMAGES THAT RESULT FROM INTENTIONAL MISCONDUCT BY ADVERTISER, AGENCY ACTING ON BEHALF OF AN ADVERTISER, OR MEDIA COMPANY, IN NO EVENT SHALL A PARTY BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (including, BUT NOT LIMITED TO damages for loss of revenue, and/or profits), whether foreseeable or unforeseeable, arising out of this agreement regardless of whether the liability is based on breach of contract, tort, strict liability, breach of warranties or otherwise, and even if the party has been advised of the possibility of those damages. EXCEPT FOR LIABILITY INCURRED IN CONNECTION WITH INDEMNIFICATION OBLIGATIONS OR A BREACH BY MEDIA COMPANY OF SECTION XII, NEITHER PARTY’S LIABILITY UNDER THIS AGREEMENT SHALL EXCEED THE AGGREGATE FEES PAID TO MEDIA COMPANY UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE THAT LIABILITY FIRST AROSE.” WITH RESPECT TO INDEMNIFICATION OBLIGATIONS, THE LIABILITY OF EACH PARTY SHALL NOT EXCEED ONE MILLION DOLLARS ($1,000,000).

 

6. The blank spaces reserved in Section XIV(d) shall be filled as follows:

o where the Advertiser is incorporated in the USA or Canada with the State of Texas and Dallas County

o where the Advertiser is incorporated in Germany with Germany and Berlin, Germany

o where the Advertiser is incorporated in Europe (except Germany) or the Middle East or Africa with England & Wales and London, England

o where the Advertiser is incorporated in Asia Pacific with Singapore and Singapore

o where the Advertiser is incorporated in Latin American with Brazil and Sao Paulo, Brazil.

 

7. Media Company represents that in connection with the Services provided to Advertiser all data collected, stored and processed by Media Company’s proprietary technology will be in compliance with its privacy policy.