CitrusAd Insertion Order Terms and Conditions

Addendum to IAB 3.0
Last Updated: February 2021

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This Advertiser Agreement/Insertion Order shall be governed by IAB Standard Terms & Conditions Version 3.0, modified as follows:

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1. 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.
   
2. Unless specifically stated as “guaranteed”, all IOs are non-guaranteed inventory.
   
3. Section I(a) shall be deleted in its entirety and replaced as follows: IO Details. From time to time, Media Company (or its limited agent on its behalf) and Agency (or an Advertiser) may execute IOs that will be accepted as set forth in Section I(b). 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. As applicable, each IO will specify: (i) the type(s) and amount(s) of Deliverables, (ii) the price(s) for such Deliverables, (iii) the maximum amount of money to be spent pursuant to the IO, (iv) the start and end dates of the campaign, and (v) the identity of and contact information for any Third Party Ad Server. Other items that may be included are, but are not limited to, reporting requirements, any special Ad delivery scheduling and/or Ad placement requirements, and specifications concerning ownership of data collected. Agency and Advertiser agree that if the IO is signed by Media Company’s limited agent on Media Company’s behalf, the limited agent’s authority extends only to commit Media Company to the terms of the IO. If the limited agent provides creative services/production work to Advertiser, which shall be included as a separate line item in the IO, Media Company shall have no liability with respect to such creative services/production work, and Advertiser agrees that the limited agent is solely responsible to Advertiser for such creative services/production work.
   
4. Section V(a)(iv) shall be deleted and replaced as follows: Advertiser will remain liable to Media Company or, if the limited agent provides creative services/production work for Advertiser as set forth in Section I.a, the limited agent for amounts due for any custom content or development (“Custom Material”) provided to Advertiser or completed by Media Company or its limited agent providing creative services/production work directly to Advertiser, as applicable, prior to the effective date of termination. For IOs that contemplate the provision or creation of Custom Material by Media Company or its limited agent, the amounts due for such Custom Material shall be specified as a separate line item. Advertiser will pay for such Custom Material within 30 days from receiving an invoice therefor.
   
5. Section VI(b) shall be deleted and replaced as follows: Makegood Procedure. 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 that are 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.
   
6. Section IX (Ad Materials) will have the following new subsections h and i added as follows:​​
   
   h. Representations and Warranties. 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; (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. Advertiser further warrants that Advertiser has secured all consents, licenses and clearances of every kind necessary and has paid any fees related thereto to permit the free and unencumbered exhibition of the Advertising Materials as set forth in the above grant of rights and shall be responsible for any fees, costs or expenses that arise as a result of Advertiser’s third party relationships or agreements.
   
   i. Review. Advertiser will have the opportunity to review and comment upon three (3) rounds of any Custom Material. Any additional rounds(s) of review, comments or changes beyond the respective rounds set forth herein, as well as any change in the scope of the campaign, requested or caused by Advertiser will incur additional cost and/or expense and Advertiser agrees to pay the entity producing the Custom Material for such costs and/or expenses according to payment terms that have been agreed upon by those parties. In addition, Advertiser agrees to pay any additional costs and/or expenses incurred from any material change(s) requested or caused by Advertiser to the agreed upon production timeline.
   
7. Section X(b), subsection i, shall be deleted and replaced as follows: (i) Advertiser’s alleged breach of Section IX(h) or Section XII or of Advertiser’s representations and warranties in Section XIV(a).
   
8. 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 Texas. 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 Dallas, Texas, 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.