TERMS & Conditions
The following terms and conditions are the agreement (“Agreement”) between Socialcom, Inc., d/b/a AUDIENCEX (“aX”) and the advertiser or agency acting as agent for an advertiser specified below (collectively, the “Client”) for aX to provide the advertising and media services specified in the proposal above (“Services”) and will serve as the insertion order and authorization to purchase the media specified above (the “IO”) for Client’s campaign (the “Campaign”). The IO is governed by the IAB Standard Terms and Conditions for Internet Advertising for Media Buys One Year or Less, Version 3.0, except for the amended or additional terms as specified below:
a. Client’s signature below will be aX’s authorization to purchase the media specified in the IO for the Campaign. All media purchases are billed consistent with actual delivery.
b. Client’s advertising (the “Ads”) will be served, monitored, and delivery verified by the aX ad delivery platform and system, managed by aX, which will be considered the accurate number of impressions served by both aX and Client based on the reporting metrics for the Campaign specified in the IO. aX will not provide reporting of net media or other Services it being understood that no volume guarantee is provided in programmatic buying and thus pricing is dynamic. If a Campaign is underspending based on the available inventory, aX reserves the right to redistribute media spend to similar channels with additional inventory. The remedy for any failure to deliver advertising impressions is a make-good that is mutually agreed upon between aX and Client.
c. Ads will only be targeted to the United States and Canada inventory and traffic unless specified in the IO above and will not be targeted to the EU. aX is not responsible for Ads which may run in jurisdictions inconsistent with such targeting. aX’s buying platform will comply with category restrictions specified in the IO, provided, however, that aX is not responsible for the classification of websites by third parties or for where Ads are actually served.
Client’s right to cancel the IO within the initial 30 days will be consistent with the IAB Version 3 Standard Terms. After the initial 30 days of the Campaign, aX allows Client the right to terminate the IO or pause the Campaign on not less than 48 business hours written notice (email acceptable). aX may terminate any IO or Campaign for Client’s failure to pay upon 5 days’ notice to Client or for any reason on 30 days’ notice to Client or at the conclusion of a Campaign, whichever is shorter.
Payment terms are net 30 days unless other payment arrangements are mutually agreed upon in writing (email acceptable). Payment may be made by check, ACH wire transfer, or credit card. All credit card payments will have a 2.5% processing fee added. Campaign will begin on the day and time specified in the IO. Any issues arising from invoices received must be communicated to aX within 10 business days from Client’s receipt of the invoice.
b. Client represents, warrants and covenants that any data, materials, information or technology that Client provides to aX (e.g., Client’s first party data or other data separately acquired by Client, but not data collected by aX or aX’s third party suppliers) does not and will not contain any information that is considered personally identifiable information or its functional equivalent under applicable privacy policies and Applicable Laws unless Client has obtained express consent. In addition, Client agrees that any data, materials, information or technology that Client does provide to aX has been collected and/or created, and shall be provided to aX in compliance with applicable privacy policies and Applicable Laws, including that all required privacy disclosures have been and will be made and all required appropriate consents have been and will be obtained.
a.Only Client’s first party data will be used in the Campaign. aX’s technology vendors, including Sizmek, collect “Campaign Data” via website installed pixels to record activities related to Ads, including technical information such as IP addresses, browser type, etc. aX’s contracts with Sizmek and other platforms used allows use of Campaign Data on an aggregated basis that does not identify Client or any end user as a source of such data. Sizmek does not create segments, resell or disclose Campaign Data to any third party.
b. Client will provide aX with the content of all Ads, including, without limitation, logos, graphic files, links, or other advertising material (“Content”) to be displayed, distributed, or used. Client represents and warrants that its website(s) and the Content will not contain any lewd, obscene, pornographic, hateful, violent, defamatory, or libelous content, will not violate any Applicable Laws regarding unfair competition, anti-discrimination, or false advertising, and will not contain viruses, Trojan horses, worms, time bombs, or other similar harmful programming routines. aX follows all internet advertising guidelines and best practices. Client may change the Content by providing aX new Content, and aX will immediately implement all such requested changes within 48 business hours of receipt. aX shall not, without Client’s prior written instruction or consent, (i) alter or modify the Content (ii) create, publish, distribute or permit any written material (other than the Content) that makes reference to Client, or (iii) make any representations, warranties or other statements concerning Client, Client’s products, services, website, website policies, or the Content. Each party will notify the other immediately upon discovery of any malfunctioning of the Content or links to Client’s website(s). If aX creates Content for Client, Client will review and approve such materials before use and will be fully responsible for such materials, which will be considered Content hereunder.
c. Client is solely liable for all Content and Client’s website(s) and hereby agrees to indemnify, defend and hold harmless aX, its agents and assigns, from and against any third party claims in any way related to the Content, Client’s website(s), aX’s use of the Content in the Ads and for compliance with Applicable Law.
a. Client warrants and represents that: (i) the display of all submitted Content, programming Content and/or other video, audio, visual and interactive data to the prescribed audience does not violate nor encourage violation of criminal laws, civil laws, or community standards (including that the Content is not fraudulent, deceptive or unlawful) and complies with all Applicable Law; (ii) ad tags provided will not load malware, viruses or other harmful content, and that any tracking within the tag will comply with NAI standards; (iii) any and all Content provided by Client, or on behalf of Client, under this IO meets the specifications and other technical and delivery requirements established by the platforms offered by aX under this IO and applicable to such; (iv) all processes, methodologies, models and data provided, developed, optimized or improved by aX are and remain aX’s sole property; and (v) it will remove all tags at the termination of this Agreement. Any advertising agency acting as agent for an advertiser (“Advertiser”) and signing as Client, warrants and represents to aX that it has authority as Advertiser’s agent to bind Advertiser to this IO and Agency will indemnify, defend and hold harmless aX and its affiliates, agents and assigns from any and all losses it suffers related to breach of the foregoing warrantee and representation and will immediately, upon request, provide aX with Advertiser’s contact information.
b. Except as expressly set forth in this Agreement, aX does not make, and hereby specifically disclaims, any representations or warranties, express or implied, regarding the Sizmek Network, the Services provided hereunder or otherwise relating to this Agreement. aX’s aggregate limitation of liability in connection with any claims related to the Services, Campaign or any Content, including patent liability, shall be limited to $10,000, including any and all liabilities, costs and expenses, including reasonable attorneys’ fees.
c. Client agrees that its indemnification obligations under this Agreement shall include any and all liabilities, costs and expenses (including reasonable attorneys’ fees) and the cost of settlement, resulting from or related to the Content and Client’s breach of any warranty, representation or obligation under this Agreement. Sections 11 and 13 shall survive termination of the Agreement.
The content of an IO and any delivered reporting shall be deemed Confidential Information and will not be disclosed by either party.
Client grants aX a revocable, non-exclusive, non-transferrable worldwide license to use, reproduce and transmit, during the term of the IO, its names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology, whether currently used or which may be developed or used by it in the future (“Marks”) solely for the purpose of displaying the Content. Client owns and shall retain all right, title and interest in its Marks.