This is an Addendum (“Addendum”) to the AAAA/IAB Standard Terms and Conditions for Internet Advertising for Media Buys One Year or Less, Version 3.0 (the “Standard Terms”). Media Company and Stripe, Inc. (“Advertiser”) agree that the Standard Terms, as modified by this Addendum, will govern the placement of advertising on any digital media property sold by Media Company to Advertiser pursuant to an IO signed by Media Company and Advertiser (or its Agency). The Standard Terms, as amended by this Addendum, together with the accompanying IO issued by Advertiser, constitute the entire agreement between Media Company and Advertiser with respect to the transaction(s) described in the IO (collectively, the “Agreement”). Advertiser is not bound by any term or conditions set forth in any Media Company invoice, acknowledgment, click-through agreement or policy that may be issued by Media Company, regardless of any apparent acceptance thereof. To the extent any terms of this Addendum conflict with the terms of the Standard 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 Standard Terms.
Media Company acknowledges that Advertiser may not utilize the services of an Agency in connection with the IO. In the event that there is no Agency with respect to an IO, the Standard Terms and this Addendum will be interpreted accordingly, e.g. terms specific to Agency in its role as Agency (e.g., Section III(c) of the Standard Terms) will be of no effect and terms applicable to Agency that are applicable to Advertiser’s activities pursuant to the IO will be interpreted to refer to Advertiser.
The following is added as the second sentence of Section II(d) of the Standard Terms: In addition, the Editorial Adjacency Guidelines also prohibit the placement of Ads adjacent to: (i) content promoting or depicting fraudulent activity, gambling, hate speech, malware, pornography, profanity or substance abuse or (ii) controversial programming or subject matter, including but not limited to, content or subject matter that is in any way disparaging to Advertiser or any of its businesses, employees or products or services or in the judgment of Advertiser could be perceived as potentially sensitive or controversial. Without limitation of any of Advertiser’s other remedies, Advertiser has the right to monitor (directly or through a third party) at its own cost (unless otherwise agreed by Media Company) the Media Company and its Network Properties to ensure compliance with the terms and conditions of this Agreement and/or to block Ads from running in violation of the Editorial Adjacency Guidelines or other terms herein. The last sentence of the first full paragraph of Section II(d) of the Standard Terms is hereby deleted.
The following is added to the Standard Terms as Section II(e): Unless otherwise specifically set forth on the IO: (i) Ads shall only be targeted to end users located in the jurisdictions set forth in the IO, (ii) Ads must be displayed in-page only and may not appear in pop-ups, (iii) Ads may not be served on the same page as Advertiser’s direct competitors and (iv) Ads may not appear on Network Properties or be brokered to any third party or appear on any web site or in any service other than those owned and controlled by Media Company and identified by name on the IO. Ads must be placed where agreed and comply with exclusivity, sizing, positioning and other requirements specified in the IO. In the event that Media Company runs affiliate marketing programs, such affiliate marketing programs will be utilized only if expressly authorized in an applicable IO and any applicable Ads shall only be placed according to the specifications of the IO. In the event Media Company is authorized to use affiliate web sites, Network Properties or other third parties to perform hereunder, then except as set forth herein or in an IO, Media Company shall contract with such entities as principal (not as an agent) and shall be fully liable for their performance and for all payments to such parties.
The following is added to the Standard Terms as Section II(f): Advertiser is not obligated to pay for any NHT or any other fraudulent activity or traffic, which will be determined in Advertiser’s sole discretion. “NHT” means, in connection with measuring or calculating impressions, clicks or other Deliverables, any activity other than a natural person viewing an Ad actually displayed in the normal course of such person using a device (such as browsing through an online, mobile or other technology or platform). Media Company shall prevent and detect any NHT or fraudulent activities in connection with the IO, shall promptly report all fraudulent activity that it detects to Advertiser and shall not bill Advertiser for any impressions, clicks or other Deliverables based on or resulting from NHT or detected fraudulent activities. Without limitation of the foregoing, if at any time during or after completion of an IO Media Company or Advertiser becomes aware that Advertiser has been billed for or paid for any Deliverable that is based on NHT or fraudulent activity, Media Company shall promptly refund such amount to Advertiser. Advertiser is entitled to use a third-party verification service to detect and prevent NHT. If NHT or other fraudulent activity is detected in connection with any campaign, Advertiser will have the right to cancel the affected campaign immediately and without charge or penalty.
The following is added to the Standard Terms as Section II(g): Media Company shall guarantee viewability at or above a 70% threshold. Viewability will be measured and accounted for according to the guidelines set forth in the IO. If no such guidelines are set forth on the IO, then viewability will be measured in accordance with MRC standards.
The following is added to the Standard Terms as Section II(h): Upon reasonable prior written notice, Advertiser or its designated agents may inspect and audit Media Company’s applicable books, records and systems to confirm Media Company’s compliance with the terms and conditions of this IO. Media Company shall provide all reasonable assistance in connection with such inspection.
The following is added to the Standard Terms as Section II(i): Media Company shall comply with all consumer disclosures, notifications and choices pursuant to applicable law and best industry practices, including but not limited to, the requirements of the Self-Regulatory Principles for Online Behavioral Advertising administered by the Digital Advertising Alliance. If the Sites target children under the age of 13 or, based on the overall content of such Sites, are likely to attract children under the age of 13 as their primary audience, then Media Company shall not use Tracking Methods on such Sites and shall not deliver to Advertiser any User Volunteered Data, Site Data or personal information as defined under the Children’s Online Privacy Protection Act. Media Company shall indemnify Advertiser for any breach of the foregoing requirement in the manner set forth in Section X. Media Company represents and warrants that Media Company’s manner of presenting or identifying any so-called “native” or “sponsored” Ads complies with all applicable laws, rules and regulations, including but not limited to, the Federal Trade Commission’s Enforcement Policy Statement on Deceptively Formatted Advertisements, and similar laws applicable in other countries, and shall indemnify Advertiser for any breach of the foregoing requirements in the manner set forth in Section X.
The following is added to the Standard Terms as Section II(j): Advertiser has the right to make creative rotation changes to any media campaign. If Advertiser is able to implement creative rotation changes itself, Advertiser will (if requested by Media Company) make reasonable efforts to notify Media Company of new creative prior to any change in the creative. if creative changes cannot be made directly by Advertiser without Media Company's cooperation, Media Company shall implement such changes within the timeframe mutually agreed upon by the parties and, if no such timeframe has been agreed upon, then within 2 business days of Advertiser's request.
The following is added to the Standard Terms as Section II(k): “Media Company Advertising Materials” includes, without limitation, all creative and other materials produced for Advertiser by Media Company or any contractor or vendor engaged by Media Company, including without limitation any native advertising, advertorial or sponsored content. Unless expressly specified otherwise in the applicable IO, Advertiser will own all Media Company Advertising Materials and all rights therein, including all intellectual property rights. Media Company hereby assigns (and shall ensure that each such vendor or contractor assigns) all its right title and interest in the Media Company Advertising Materials to Advertiser. The foregoing notwithstanding, Media Company shall retain ownership of Media Company Properties and all other intellectual property owned by Media Company prior to the effective date of the IO. If for any reason ownership of all rights in any Media Company Advertising Materials cannot vest in Advertiser, Media Company grants to Advertiser and their respective affiliates, officers, agents, directors, employees and designees, a worldwide, royalty free, unlimited, non-exclusive, fully-sublicenseable (through multiple tiers), perpetual, irrevocable license to use, publish, copy, adapt, modify, edit, create derivative works from and otherwise exploit such Media Company Advertising Materials, in any and all media and formats whether now or later known or developed, and for any purpose, including advertising and promotional purposes. Media Company hereby represents and warrants: (a) that no third party has or will have any rights in, to, or arising out of, any of the Media Company Advertising Materials; (b) that the Media Company Advertising Materials will be original to Media Company and will not infringe any third party’s rights, including but not limited to any trademark, copyright, patent, trade secret privacy, publicity or other right; (c) the Media Company Advertising Materials will be factually accurate and not defamatory, libelous or obscene and (d) that Media Company has the full right and power to enter into this Agreement.
The last two sentences of Section III(a) of the Standard Terms are hereby deleted and the following is substituted in their place: Failure by Media Company to provide an invoice within 90 days of delivery of all Deliverables under an IO will constitute a waiver of the right to payment for such Deliverables.
Section III(b) of the Standard Terms is hereby deleted and the following is substituted in its place: Payments will be made in accordance with the payment schedule set forth in the IO or, if no payment schedule is specified, payment will be made pro rata in arrears on a monthly basis (not in a lump sum) based on Deliverables actually delivered, unless the IO specifically states otherwise. Notwithstanding the foregoing, and without limiting Advertiser's other rights or remedies, in no event: (i) will any final payment be made unless specified advertising guarantees/terms have been met or (ii) will any amounts that are disputed be paid unless the dispute Is resolved and, if the resolution requires changes to a prior invoice, a new invoice has been issued reflecting any such changes.
Section V(a) of the Standard Terms is hereby modified as follows: 14 days is changed to 3 days in subsection (i); 7 days is changed to 2 days in subsection (ii); 30 days is changed to 3 days in subsection (iii); and 30 days is changed to 60 days in subsection (iv). The following is added to the end of Section V(a)(iii): Notwithstanding the foregoing, no Deliverables shall be deemed to be within the scope of this subsection unless such Deliverables are specifically identified on IO as requiring a 30-day termination period. In addition, the following is hereby added to the end of Section V(a) of the Standard Terms: Notwithstanding the foregoing, Advertiser’s verbal notice of cancellation of any IO (in whole or in part) will be deemed a written notice to Media Company if the verbal cancellation is confirmed in writing by Advertiser to Media Company within forty-eight (48) hours of the verbal notice.
Section IX of the Standard Terms is hereby amended by adding the following after the first sentence of Section IX(b) of the Standard Terms: Notwithstanding the foregoing, Media Company agrees that in the event of late delivery of creative it will work in good faith to (i) shift the launch date of the campaign if the inventory is available for such shifted launch date and (ii) exercise commercially reasonable efforts to resell the applicable inventory, it being understood that Advertiser shall not be charged for late delivery to the extent Media Company has been able to resell the inventory or the extent Advertiser has purchased all anticipated inventory despite the late delivery substantially within the contracted campaign period.
The following is hereby added to the end of Section X(a)(i) of the Standard Terms: “or of Media Company's other obligations under this Agreement,".
The following is hereby added to the end of Section X(a)(iii)(B)(1) of the Standard Terms: “provided that Media Company has informed Advertiser of the risks of such customization and Advertiser has agreed to accept such risks in writing.”
Section XII of the Standard Terms is hereby modified as follows:
a. Media Company acknowledges that Advertiser may set tags and cookies for the collection of Collected Data. Without limitation of the foregoing, the Sites must accept rich media tags and other ad serving tags and similar technologies (including -1x1 pixels, clear gifs and, collectively, "Tags"). Media Company also specifically acknowledges that cookies may be set, and data may be gathered, on Media Company's sites in connection with the Tags, strictly for the purposes of verifying compliance with the IO or for other purposes not prohibited under this Agreement. All forms of modification, alteration or change to the Tags are expressly forbidden without Advertiser's approval and/or direction. Media Company shall not manipulate, alter, change, "piggyback" on, gather data from or otherwise use the Tags in any way unless expressly authorized in writing by Advertiser. Media Company may revoke its access to any previously approved Tags if any changes to the Media Company sites and/or properties would no longer be functional or would otherwise (in Media Company's good faith, reasonable discretion) cause damage to Media Company's systems and/or properties after providing prior notice to Advertiser, it being understood that if such access is revoked Advertiser may immediately suspend and/or terminate the affected IO(s).
b. Notwithstanding anything to the contrary in the Standard Terms, in the event of a conflict between the reporting provided by Media Company and the data Advertiser has collected, Advertiser’s records will control. Media Company acknowledges that Advertiser may set a tag from its third party ad verification provider. Reports from such third party ad verification provider shall be deemed to be conclusive.
c. Media Company shall only use, or permit the use of, tracking or data collection methods or technologies ("Tracking Methods") in connection with an IO if the operation and data collection by such Tracking Methods have been fully disclosed in writing to Advertiser and approved by Advertiser prior to execution of the IO. Without limitation of the foregoing, in no event may Media Company use, or permit the use of, the following in connection with an IO: (i) flash local shared objects (a/k/a "flash cookies"), (ii) technologies that foster "respawning" of cookies (including but not limited to HTML5 local storage, browser cache and so-called "zombie cookies" and "supercookies"), (iii) technologies or methods that circumvent user privacy, browser, device or data collection preferences or (iv) technologies or methods that do not provide users with an opportunity to control the use of such Tracking Methods. Media Company’s cookies shall expire in 6 months or less.
17.Section XIII(a) of the Standard Terms is hereby modified as follows: Media Company hereby approves Advertiser to use its Third Party Ad Server, which if determined by Advertiser in Advertiser’s discretion shall be the Controlling Measurement. Advertiser’s Third Party Ad Server may be substituted by Advertiser upon notice to Media Company without Media Company’s prior written consent.
18.Section XIV(d) of the Standard Terms is hereby modified as follows: The first sentence is deleted, and the following is substituted in its place: In the event if any inconsistency between the terms of the IO and these Terms, these Terms will prevail unless the IO expressly states that a specified term in the Standard Terms, as amended by this Addendum, is superseded. In addition, “California” is inserted into the first blank and “San Francisco County, California” is inserted into the second blank.
To the extent applicable to Deliverables or services that are being provided by Media Company, the following policies are deemed incorporated in, and made a part of, the foregoing Addendum.
I. EMAIL/NEWSLETTER POLICY
A. CAN-SPAM Act: With respect to all emails or electronic newsletters
that mention Advertiser in any manner, Media Company it shall be solely responsible for ensuring that the content of such emails complies in all respects with the Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 (the "CAN-SPAM Act"), where the CAN-SPAM Act is applicable by its terms. Without limiting the foregoing, Media Company shall ensure that: (i) each email recipient has "opted-in" to receiving email from Media Company and its advertisers (Media Company will provide Advertiser with proof of opt-in upon request); (ii) Media Company provides Advertiser with written confirmation that opt-out requests are and will be complied with in a timely fashion; and (iii) Media Company has suppressed Advertiser’s “Do Not Email” list before any mailings are performed. Media Company shall include Advertiser on a “seed” list for testing prior to the actual email “drop” and on the list for the actual (non-test) email.
B. Makegood: Without limiting its other rights and remedies, Advertiser shall not be required to pay for any email drop (or related Deliverables) in violation of these Policies or the Agreement and shall be entitled to a makegood email drop that satisfies all the terms of this Agreement.
II. CPA/CPC INVENTORY POLICY
With respect to any CPC Deliverables, CPA Deliverables or CPL Deliverables:
A. Unless otherwise approved by Advertiser in writing or indicated on the IO: Ads shall not be (a) placed in emails; (b) intentionally placed on blank web pages or on web pages with no content; (c) stacked (e.g. place one advertisement on top of another so that more than two advertisements are adjacent to each other); (d) placed on non-approved websites or web pages, or in such a fashion that may be deceptive to the user/viewer; (e) associated with incentivized offers or content that creates the appearance of incentivizing offers; or (f) placed near misleading statements.
B. Media Company shall not (and shall not permit any other parties to) (a) redirect traffic to a URL other than that listed by the particular Advertiser; (b) use invisible methods to generate click-throughs, transactions or other actions that are not initiated by the affirmative action of the user; (c) attempt in any way to alter, modify, eliminate, conceal, or otherwise render inoperable or ineffective the links, pixels, modules, advertising tags, or other data provided by or obtained from Advertiser that allows Advertiser to measure ad performance and provide its service; (d) deliver Ads via pop-ups/unders; (e) use, or allow the use of, any other artificial or fraudulent means of increasing the number of click-throughs or any other measure of performance; (f) place Ads on personal web pages, non-English language pages, free hosted pages (e.g., Geocities, Xoom, Tripod, Talk City, etc.), websites under construction, incentivized or promotional traffic or (g) serve Ads, or drive traffic to such Ads, using any downloadable applications.
C. Advertiser reserves the right to monitor the Media Company Network Properties to ensure that such Network Properties are with complying with all obligations as set forth above and otherwise specified in this Agreement and to utilize an anti-fraud system and audit Media Company/Network Property traffic.
III. LEAD GENERATION POLICY
A. Lead Collection: In addition to and without limiting other requirements applicable to Deliverables hereunder, to the extent Media Company is hosting lead generation collection and services that consist of collection of personally identifiable information (“Lead Deliverables”), Media Company agrees that it will advertise for, solicit, collect and submit Lead Deliverables as principal in its own name and will not brand any offer, solicitation, advertisement or application form with the names or trademarks of Advertiser, except as may be expressly authorized it in writing by Advertiser. Media Company shall develop an application or other means to collect Lead Deliverables according to the specifications set forth in this Agreement, which application or other means shall be subject to Advertiser’s prior written approval. Media Company agrees that it will not represent to any third party that it is an authorized agent of Advertiser, without prior written approval from Advertiser.
B. Qualified Leads: A “Qualified Lead” means an individual person who: (i) meets all of the lead requirements set forth on the IO, (ii) is not a computer generated user, such as a robot, spider, computer script or other technology that employs automated, artificial or fraudulent methods to appear like an individual, real live person, (iii) is not using pre-populated fields to automatically complete all or substantially all of an application form, (iv) completes an application that meets all of the requirements set forth on the application form within thirty (30) days of the IO’s start date (unless a different period is specified in the IO), which may include but shall not be limited to, the applicant’s true and complete name, a valid and working telephone number and email address, the applicant’s state of residence in the United States and other information set forth on the IO and (v) is not later determined by Advertiser (a) to be fraudulently obtained or improperly incentivized, or (b) to have provided incomplete information, unqualified or faulty information or duplicate information or (c) to reside outside the United States or (d) to be otherwise unacceptable. Advertiser reserves the right to charge back to Media Company Lead Deliverables that are later determined to have not met the requirements set forth above. All determinations of Qualified Leads shall be made by Advertiser. All Lead Deliverables are expected to consist of Fresh leads. “Fresh” leads are those that have been delivered to Advertiser within twenty-four (24) hours of their collection. Except as otherwise expressly agreed in writing by Advertiser, Media Company agrees that Qualified Leads shall be exclusive to Advertiser, and that Media Company shall not resell, distribute, market to or otherwise use the Qualified Leads, unless they have been independently collected a second time through a separate Media Company program not connected to the IO.
D. Transfer of Lead Deliverables: Unless otherwise specified by Advertiser, Media Company shall adhere to the following: (i) Media Company shall submit Lead Deliverables to its main contact at Advertiser; (ii) Media Company shall provide Lead Deliverables in the format specified by Advertiser on a nightly basis; (iii) Lead Deliverables shall be transferred using secure methods only and such methods must be approved by the Advertiser; (iv) Lead Deliverables shall include all the data fields mutually agreed between Media Company and Advertiser; (v) All Lead Deliverables shall be unique, i.e. shall not include any duplicate user e-mail addresses; and (vi) Lead Deliverables shall use ant naming convention as mutually agreed between Media Company and Advertiser.
E. Interpretation. For the purpose of this Additional Policy III, “consent” and “personal data” shall have the same meaning assigned to them in Article 4 of the General Data Protection Regulation (EU) (“GDPR”).
IV. PLATFORM USAGE POLICY
If Ads are purchased on Deliverables provided by Media Company through a buying platform, such as a DSP, then it is expressly understood that Media Company will continue to be subject to all applicable provisions of the Agreement, including without limitation the Policies set forth herein, the Editorial Adjacency Guidelines and the Non-Disclosure and other obligations set forth in Section XII of the Standard Terms.