CitrusAd Insertion Order Terms & Conditions
Addendum to IAB 3.0
Last Updated: June 2020
IAB Standard Terms & Conditions Version 3.0: https://www.iab.com/wp-content/uploads/2015/06/IAB_4As-tsandcs-FINAL.pdf.
CitrusAd follows IAB Standard Terms and Conditions Version 3.0, modified as follows:
- In the event an IO is executed directly by the Advertiser, all obligations of “Agency” and “Advertiser” under the IO shall be performed by Advertiser.
- Unless specifically stated as “guaranteed”, all IOs are non-guaranteed inventory.
- Section III.a. Invoices. Advertiser or Agency will be invoiced in full for the campaign upon receipt of the signed IO. If launched under the self-service tool in CitrusAd, Advertiser or Agency may pay by credit card, ACH or wire transfer prior to launch of the campaign. CitrusAd’s records shall be determinative for purposes of calculating all amounts paid or received under the IO. Any payment once made by Advertiser or Agency to CitrusAd shall not be refunded or refundable to Advertiser or Agency for any reason.
- Section IX (Ad Materials) will have the following new subsection h added as follows:
Advertiser represents and warrants that: (a) that its advertising claims for its products used in connection with this IO shall not be false or misleading; (b) that it has in its possession adequate and sufficient data to establish the truthfulness of any and all advertising and labeling claims and that past usage of the same or similar claims has occurred without, to such a party’s knowledge, any objections by the Federal Trade Commission, Food and Drug Association, or any other local, state or federal government agency; and (c) the content and Advertising Materials Advertiser delivers to pursuant to this IO does not and will not infringe upon any third party intellectual property or proprietary right; (d) the content and Advertising Materials Advertiser delivers to pursuant to this IO does not and will not slander, defame or libel any person; (e) the content and Advertising Materials Advertiser delivers to pursuant to this IO does not and will not contain or include any content that is obscene, indecent, or constitute “Adult Content,” meaning .any material, including textual, audio or video material, which is violent or pornographic or which contains nudity, explicit violent or sexual material or depictions of violent or sexual acts; and (f) it will not introduce any viruses, malware, and the like into the Network Properties. - Section XIV, subsection d. shall be deleted and replaced as follows: 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 Florida. 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 the state and federal courts covering St. Petersburg, Florida, 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. Subsection h. CitrusAd does not share revenue with its retailer customers related to the advertising of alcohol.
- Section VI(b) of IAB V3 shall be deleted and replaced as follows: Advertiser acknowledges and agrees that, at times, there may be events, actions, or inventory issues that could adversely impact impression delivery. Advertiser further acknowledges and agrees that its purchase of 100% Share-of-Voice may preclude it from securing comparable makegoods. Accordingly, Advertiser acknowledges that for campaigns with a CPM cost structure and is purchased at 100% Share-of-Voice, if the parties cannot agree to a makegoods offered at Media Company’s discretion as to advertising program and estimated value, Advertiser shall not be entitled to assert a right to a credit.