Annex A

Modifications to IAB Terms:

The Definitions are hereby amended as follows:

The term "Policies" is hereby deleted in its entirety and replaced with the following:

“Policies” means advertising criteria or specifications made conspicuously available, including: (a) content limitations, technical specifications, privacy policies, user experience policies, policies regarding consistency with Media Company’s public image, community standards regarding obscenity or indecency (taking into consideration the portion(s) of the Site on which the Ads are to appear), other editorial or advertising policies, and Advertising Materials due dates; and (b) at the very minimum, the obligation by Agency to ensure that all Ads: (i) comply with all applicable laws and regulations; (ii) shall not target individuals under the age of eighteen (18) and/or offer products or services that are illegal for minors to buy, possess or participate in will not introduce viruses or other malware to the Media Company systems or audience members, and will not infringe any third party’s intellectual property or other rights; (iii) do not contain any content that can harm the good will or reputation of Media Company or Seller in any way, or that disparages or brings Media Company or Seller into disrepute, including, but not limited to content that is obscene, defamatory, illegal, deceptive, gambling-related, hateful, violates right of any person or property, or discriminates against individuals based on race, gender, religion ethnicity, or nationality, that contains content promoting weapons, illegal activity, uses materials encouraging or promoting terrorism or violence, uses pornographic material, is false, deceptive or misleading, creates either “Forced visit” traffic or spyware/adware loading pages (including, in either case, popups or popunders) which load ads, creates invisible or nested invisible IFRAMEs loading pages which load ads, uses spyware/adware loading ads invisibly (or cause fake impressions or clicks thereon), reloads/refreshes any code causing multiple impressions to be registered in short succession, or otherwise engages in any fraudulent activity.
Section II(B) to the IAB Terms is hereby deleted in its entirety and marked "Reserved".
Section III to the IAB Terms is hereby deleted in its entirety and replaced with the following:

"Agency is solely responsible for all payment obligations owed pursuant to any IO, regardless of whether Agency has received payment from any Advertiser or other parties. Unless otherwise agreed upon in writing between the parties, Media Company shall invoice Agency at the beginning of each calendar month for services rendered during the preceding calendar month and Agency shall remit payment for invoices within thirty (30) days of the invoice date. Undisputed overdue payments will accrue interest at the lesser rate of eighteen (18%) percent per annum or the maximum rate permitted by applicable law, calculated from the date upon which the invoice is due, compounded monthly. All payments due hereunder shall be made in full without any deduction or withholding whatsoever and free and clear of and without any deduction or withholding for or on account of any taxes (including without limitation VAT), duties, levies, tariffs, and other governmental charges ("Taxes"), except to the extent that the Agency is required by law to make payment subject to any Taxes. If any Taxes or amounts in respect of Taxes must be deducted or withheld, or any other deductions or withholdings must be made, from any amounts payable or paid by the Agency, or paid or payable by the Agency to Media Company hereunder, the Agency shall pay such additional amounts as may be necessary to ensure that Media Company receives and retains (after any deduction or withholding in respect of such additional amount) a net amount equal to the full amount which it would have received had payment not been made subject to Tax or any other deduction or withholding."

It is hereby clarified that Agency shall be held solely liable with respect to the remittance of payments to Media Company. No payments shall be withheld or denied from Media Company unless: (A) Agency’s upstream partners have withheld or deducted Media Company payments from Agency due to Media Company’s fraudulent activity, and (B) Agency has proof based upon an MRC accredited verification provider reports of fraudulent activity by Media Company, which shall be promptly provided to Media Company. Media Company shall be entitled to refute any such claims using its own reports, and Agency and Media Company shall cooperate in good faith to investigate and resolve the issue. For the purposes hereunder, “Fraudulent Activity” shall mean the display, promotion, distribution or interaction with Advertisements in any manner which engages with anything other than natural persons viewing actually displayed Advertisements and which leads to falsely generated or artificially-inflated revenues; non-human visitors (such as bots); inclusion or counting of views that are not actually visible to the human eye, discernible to human senses or perceived by a human being.
Section IV to the IAB Terms is hereby deleted in its entirety and replaced with the following:

"Reporting for the purpose of billing and delivery are based on Agency's measurements and tracking information unless otherwise agreed upon by the parties in writing, provided however, that any discrepancies between the figures recorded by Agency's measurements and Media Company's tracking tool shall be explored, discussed and resolved through good faith negotiations between the parties, and provided further that any such negotiations will not affect or delay the payment of any portion of the consideration due to Publisher hereunder not disputed."
Section V is hereby deleted in its entirety and replaced with the following:
1. Either party may terminate this Agreement, for any or no reason, by providing the other party with forty-eight (48) hours' prior written notice.
2. For Cause. Either Media Company or Agency may terminate an IO at any time if the other party is in material breach of its obligations hereunder, which breach is not cured within 10 days after receipt of written notice thereof from the non-breaching party, except as otherwise stated in these Terms with regard to specific breaches. Additionally, if Agency or Advertiser breaches its obligations by violating the same Policy three times (and such Policy was provided to Agency or Advertiser) and receives timely notice of each such breach, even if Agency or Advertiser cures such breaches, then Media Company may terminate the IO or placements associated with such breach upon written notice. If Agency or Advertiser does not cure a violation of a Policy within the applicable 10-day cure period after written notice, where such Policy had been provided by Media Company to Agency, then Media Company may terminate the IO and/or placements associated with such breach upon written notice.
3. To the extent the campaign is cancelled or paused, for any reason, any Ad or Advertising Material sent by Media Company prior to such date shall be considered served and subject to payment even if “clicked” after the date of cancellation or pause.”
Section VII to the IAB Terms is hereby deleted in its entirety and marked "Reserved".
Section IX(c) to the IAB Terms is hereby deleted in its entirety and replaced with the following:

"Compliance. Media Company reserves the right within its discretion to reject or remove or require the Agency or Advertiser to remove from Media Company’s Site any Ads for which the Advertising Materials, software code associated with the Advertising Materials (e.g. pixels, tags, JavaScript), or the website to which the Ad is linked do not comply with its Policies, or that in Media Company’s sole reasonable judgment, do not comply with any applicable law, regulation, or other judicial or administrative order. In addition, Media Company reserves the right within its discretion to reject or remove, require the Agency or Advertiser to remove from Media Company’s Site any Ads for which the Advertising Materials or the website to which the Ad is linked are, or may tend to bring, disparagement, ridicule, or scorn upon Media Company or any of its Affiliates (as defined below)."
Section X(b) to the IAB Terms is hereby deleted in its entirety and replaced with the following:

"By Advertiser. Advertiser will defend, indemnify, and hold harmless Media Company and each of its Affiliates and Representatives from Losses resulting from any Claims brought by a Third Party resulting from (i) Advertiser’s alleged breach of Section XII or of Advertiser’s representations and warranties in Section XIV(a), (ii) Advertiser’s violation or alleged violation of Policies (with respect to such Policies that are not specified in or otherwise attached to the Agreement, then the same shall apply to the extent the terms of such Policies have been provided (e.g., by making such Policies available by providing a URL) via email or other affirmative means, to Agency or Advertiser at least 14 days prior to the violation giving rise to the Claim), or (iii) the content or subject matter of any Ad or Advertising Materials to the extent used by Media Company in accordance with these Terms or an IO."
Section X(c) to the IAB Terms is hereby deleted in its entirety and replaced with the following:

"By Agency. Agency represents and warrants that it has the authority as Advertiser’s agent to bind Advertiser to these Terms and each IO, and that all of Agency’s actions related to these Terms and each IO will be within the scope of such agency. Agency will defend, indemnify, and hold harmless Media Company and each of its Affiliates and Representatives from Losses resulting from (i) Agency’s alleged breach of the foregoing sentence, or (ii) Claims brought by a Third Party alleging that Agency has breached its obligations under Section XII; (iii) violation or alleged violation of Policies by Agency and\or Advertiser (with respect to such Policies that are not specified in or otherwise attached to the Agreement, then the same shall apply to the extent the terms of such Policies have been provided (e.g., by making such Policies available by providing a URL) via email or other affirmative means, to Agency or Advertiser at least 14 days prior to the violation giving rise to the Claim), or (iii) the content or subject matter of any Ad or Advertising Materials to the extent used by Media Company in accordance with these Terms or an IO."
Section XI is hereby deleted in its entirety and replaced with the following:

"Excluding Agency’s, Advertiser’s, and Media Company’s respective obligations under Section X, damages that result from a breach of Section XII, damages that result from Agency’s and/or Advertiser’s breach of the DPA or intentional misconduct by Agency, Advertiser, or Media Company, (a) in no event will any party be liable for any consequential, indirect, incidental, punitive, special, or exemplary damages whatsoever, including, but not limited to, damages for loss of profits, business interruption, loss of information, and the like, incurred by another party arising out of an IO, even if such party has been advised of the possibility of such damages; (b) in no event shall either party’s and/or its representative’s aggregate liability for any claim arising out of or related to this agreement, to the fullest extent possible under applicable rules, exceed the total amount paid by Agency or Advertiser, as applicable, to Media Company during six (6) preceding the date of liability first arises.
Section XII to the IAB Terms is hereby deleted in its entirety and replaced with the following:
1. Definitions and Obligations. “Confidential Information” will include (i) all information marked as “Confidential,” “Proprietary,” or similar legend by the disclosing party (“Discloser”) when given to the receiving party (“Recipient”); and (ii) information and data provided by the Discloser, which under the circumstances surrounding the disclosure should be reasonably deemed confidential or proprietary. Except as otherwise indicated this Section XII, the term “Discloser” shall also include any of the Discloser’s Affiliates. For the avoidance of doubt, Confidential Information shall include (i) any such information disclosed by the Discloser to the Recipient prior to the signing of the Agreement; and (ii) the existence of the relationship between the parties hereto. Recipient will protect Confidential Information in the same manner that it protects its own information of a similar nature, but in no event with less than reasonable care. Recipient further undertakes not to use any Confidential Information for any purpose other than to fulfill obligations and\or exercise rights in connection with the Agreement. Recipient shall not disclose Confidential Information to anyone except to its Affiliates, and the Recipient’s or its Affiliates’ respective directors, officers, employees, advisors, agents and consultants (the “Representatives”) on a need to know basis, provided that each such Representative is bound by obligations of confidentiality to the Recipient or its Affiliates (as applicable) no less restrictive than those contained herein and provided that the Recipient shall remain liable for any act or omission by any of its Representatives that, if done by the Recipient, would be a breach of the terms of this Agreement.
2. Exceptions. Notwithstanding anything contained herein to the contrary, the term “Confidential Information” will not include information which: (i) was or becomes generally available to the public through no fault of Recipient; (ii) was rightfully in Recipient’s possession free of any obligation of confidentiality at, or prior to, the time it was communicated to Recipient by Discloser; (iii) was developed by employees or agents of Recipient independently of, and without reference to, Confidential Information; or (iv) was communicated by Discloser to an unaffiliated third party free of any obligation of confidentiality. Notwithstanding the foregoing, the Recipient may disclose Confidential Information of the Discloser in response to a valid order by a court or other governmental body, as otherwise required by law or the rules of any applicable securities exchange, or as necessary to establish the rights of either party pursuant to the dispute resolution procedure contemplated under Section XIV(d) under the Agreement; provided, however, that the Recipient will (unless otherwise prohibited under applicable law) provide Discloser reasonable prior written notice of the required disclosure in order for the Discloser to seek a protective order or take other appropriate action. If, in the absence of a protective order, the Recipient or its Representatives are, in the opinion of counsel, compelled as a matter of law to disclose the Confidential Information, the Recipient may disclose to the party compelling disclosure only the part of the Confidential Information as is required by law to be disclosed and shall use its reasonable best efforts to obtain confidential treatment therefore. c. The Recipient’s undertakings hereunder shall survive for a period of three (3) years following termination or expiration of the Agreement.
3. Immediately following the termination of the Agreement, the Recipient shall: (a) promptly return to the Discloser all Confidential Information of any type whatsoever that has been or shall be given to the Recipient, as well as all copies thereof; (b) take all necessary steps to ensure the prompt return by the Recipient’s present or former Representatives to the Discloser of all Confidential Information of any type provided to or in the possession or control of such persons; (c) immediately cease all further use of the Confidential Information; (d) destroy all memoranda, analysis, summaries and any other material of any kind prepared by the Recipient or its Representatives based upon or relating to the Confidential Information whether in writing or saved on any other media; (e) cease to access the Discloser’s systems (including any Confidential Information contained thereon or accessible thereby) if access to such systems has been granted in relation to the Agreement; and (f) remove Advertising Materials and Ad tags. Notwithstanding the forgoing, the Recipient or one of its Representatives shall be permitted to retain: (i) one (1) copy of the Confidential Information for the sole purpose of complying with legal or regulatory obligations; and (ii) Confidential Information that has been stored automatically as a result of a back-up or disaster recovery system, provided that any Confidential Information so retained will remain subject to the terms of the obligations and restrictions contained in this Agreement, and shall not be used for any other purpose.
4. Ownership and Licenses. Advertiser and Agency both acknowledge and agree that Media Company and/or Media Company’s licensors, as the case may be, own all legal right, title and interest in and to the Media Company services rendered under the Agreement ("Services"), including any intellectual property rights which subsist in the Services (registered or unregistered, and wherever in the world those rights may exist). Nothing herein gives neither the Advertiser nor the Agency a right to use any of Media Company trade names, trademarks, service marks, logos, domain names or other distinctive brand features of Media Company or any other third party. Advertiser and Agency both agree that neither of them shall remove, obscure, or alter any proprietary rights notices (including copyright and trademark notices) which may be affixed or contained within or on the Services. If either Advertiser or Agency provide Media Company with any feedback regarding the Services, Media Company may use all such feedback without restriction and shall not be subject to any non-disclosure or non-use obligations in respect of such feedback.
Media Company grants Advertiser or Agency, as applicable, a limited, non-assignable and non-exclusive license to use the Services, subject to the specific terms and conditions in these Terms and the applicable IO. Advertiser or Agency, as applicable, may not (and may not permit anyone else to) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Services, or any part thereof, unless expressly permitted by Media Company in writing."
Section XIII to the IAB Terms is hereby deleted in its entirety and marked "Reserved".
Section XIV(a) to the IAB Terms is hereby deleted in its entirety and replaced with the following:
1. Necessary Rights. Media Company represents and warrants that Media Company has all necessary permits, licenses, and clearances to sell the Deliverables specified on the IO subject to these Terms. Agency (on behalf of itself and the Advertiser) represents and warrants that it has all necessary licenses and clearances to use the content contained in the Ads and Advertising Materials as specified on the IO and subject to these Terms, including any applicable Policies."
Sections XIV(d-e) to the IAB Terms are hereby deleted in their entirety and replaced with the following:
1. Conflicts; Governing Law; Amendment. In the event of any inconsistency between the terms of an IO and these Terms, the terms of the IO will prevail. All IOs will be governed by the laws of the State of New York, USA. Media Company and Agency (on behalf of itself and Advertiser) agree that any claims, legal proceedings, or litigation arising in connection with the IO (including these Terms) will be brought solely in New York City, NY, USA, and the parties consent to the jurisdiction of such courts. No modification of these Terms will be binding unless in writing and signed by both parties. If any provision herein is held to be unenforceable, the remaining provisions will remain in full force and effect. All rights and remedies hereunder are cumulative. Each party hereto hereby irrevocably waives, to the fullest extent permitted by the applicable law, any and all right to trial by jury in any legal proceeding arising out of the relating to these Terms or the transactions contemplated hereby. Should Advertiser or Agency decide to initiate any claim, suit, proceeding, dispute (directly or in directly) (“Claim”) related to the Services provided under the IO, Advertiser or Agency shall initiate and/or file such action against the actual and specific legal entity that delivered and provided those Services. For clarity, any claim must be directed to the legal entity which actually provided and responsible for the service in question, as outlined in the IO.
2. Notice. Any notice required to be delivered hereunder will be deemed delivered three days after mailing by registered or certified mail, postage pre-paid, return receipt requested, one business day if sent by overnight courier service, and immediately if sent electronically or by fax. All notices to Media Company and Agency will be sent to the contact as noted on the IO with a copy to the Legal Department. All notices to Advertiser will be sent to the address specified on the IO.
3. Survival. Sections III, VI, X, XI, XII, and XIV, and any right or obligation of the parties in the Agreement which, by its express terms or nature and context is intended to survive termination or expiration of this Agreement, will survive any such termination or expiration of the Agreement, and Section IV will survive for 30 days after the termination or expiration of the Agreement."

Updated: April 14, 2024