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Revised IAB Standard Terms and Conditions Version 3.0 -

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STANDARD TERMS AND CONDITIONS FOR INTERNET ADVERTISING FOR MEDIA

BUYS ONE YEAR OR LESS

These Standard Terms and Conditions for Internet Advertising for Media Buys One Year or Less, Version

3.0, are intended to offer media companies and advertising agencies a standard for conducting business in a

manner acceptable to both. This document, when incorporated into an insertion order, represents the parties’

common understanding for doing business. This document may not fully cover sponsorships and other

arrangements involving content association or integration, and/or special production, but may be used as the

basis for the media components of such contracts. This document is not meant to cover the relationship

between a publisher and a network, or direct advertiser buys with publishers.

DEFINITIONS

“Ad” means any advertisement provided by Agency on behalf of an Advertiser.

“Advertiser” means the advertiser for which Agency is the agent under an applicable IO.

“Advertising Materials” means artwork, copy, or active URLs for Ads.

“Affiliate” means, as to an entity, any other entity directly or indirectly controlling, controlled by, or under

common control with, such entity.

“Agency” means the advertising agency listed on the applicable IO.

“CPA Deliverables” means Deliverables sold on a cost per acquisition basis.

“CPC Deliverables” means Deliverables sold on a cost per click basis.

“CPL Deliverables” means Deliverables sold on a cost per lead basis.

“CPM Deliverables” means Deliverables sold on a cost per thousand impression basis.

“Deliverable” or “Deliverables” means the inventory delivered by Media Company (e.g., impressions, clicks, or

other desired actions).

“IO” means a mutually agreed insertion order that incorporates these Terms, under which Media Company will

deliver Ads on Sites for the benefit of Agency or Advertiser.

“Media Company” means the publisher listed on the applicable IO.

“Media Company Properties” are websites specified on an IO that are owned, operated, or controlled by Media

Company.

“Network Properties” means websites specified on an IO that are not owned, operated, or controlled by Media

Company, but on which Media Company has a contractual right to serve Ads.

“Policies” means advertising criteria or specifications made conspicuously available, including 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.

“Representative” means, as to an entity and/or its Affiliate(s), any director, officer, employee, consultant,

contractor, agent, and/or attorney.

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“Site” or “Sites” means Media Company Properties and Network Properties.

Revised IAB Standard Terms and Conditions Version 3.0 - Parle Media

“Terms” means these Standard Terms and Conditions for Internet Advertising for Media Buys One Year or Less,

Version 3.0.

“Third Party” means an entity or person that is not a party to an IO; for purposes of clarity, Media

Company, Agency, Advertiser, and any Affiliates or Representatives of the foregoing are not Third Parties.

“Third Party Ad Server” means a Third Party that will serve and/or track Ads.

INSERTION ORDERS AND INVENTORY AVAILABILITY

a. IO Details. From time to time, Media Company and Agency may execute IOs that will be accepted

as set forth in Section I(b). 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.

b. Availability; Acceptance. Media Company will make commercially reasonable efforts to notify

Agency within two (2) business days of receipt of an IO signed by Agency if the specified inventory

is not available. Acceptance of the IO and these Terms will be deemed the earlier of (i) written (which,

unless otherwise specified, for purposes of these Terms, will include paper, fax, or e-mail

communication) approval of the IO by Media Company and Agency, or (ii) the display of the first

Ad impression by Media Company, unless otherwise agreed on the IO. Notwithstanding the

foregoing, modifications to the originally submitted IO will not be binding unless approved in writing

by both Media Company and Agency.

c. Revisions. Revisions to accepted IOs will be made in writing and acknowledged by the other party in

writing.

II. AD PLACEMENT AND POSITIONING

a. Compliance with IO. Media Company will comply with the IO, including all Ad placement

restrictions, and, except as set forth in Section VI(c), will create a reasonably balanced delivery

schedule. Media Company will provide, within the scope of the IO, an Ad to the Site specified on the

IO when such Site is visited by an Internet user. Any exceptions will be approved by Agency in

writing.

b. Changes to Site. Media Company will use commercially reasonable efforts to provide Agency at least

10 business days prior notification of any material changes to the Site that would materially change

the target audience or materially affect the size or placement of the Ad specified on the applicable IO.

Should such a modification occur with or without notice, as Agency’s and Advertiser’s sole remedy

for such change, Agency may cancel the remainder of the affected placement without penalty within

the 10-day notice period. If Media Company has failed to provide such notification, Agency may

cancel the remainder of the affected placement within 30 days of such modification and, in such case,

will not be charged for any affected Ads delivered after such modification.

c. Technical Specifications. Media Company will submit or otherwise make electronically accessible to

Agency final technical specifications within two (2) business days of the acceptance of an IO.

Changes by Media Company to the specifications of already-purchased Ads after that two (2) business

day period will allow Advertiser to suspend delivery of the affected Ad for a reasonable time (without

impacting the end date, unless otherwise agreed by the parties) in order to (i) send revised Advertising

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Materials; (ii) request that Media Company resize the Ad at Media Company’s cost, and with final

creative approval of Agency, within a reasonable time period to fulfill the guaranteed levels of the

IO; (iii) accept a comparable replacement; or (iv) if the parties are unable to negotiate an alternate or

comparable replacement in good faith within five (5) business days, immediately cancel the remainder

of the affected placement without penalty.

Editorial Adjacencies. Media Company acknowledges that certain Advertisers may not want their

Ads placed adjacent to content that promotes pornography, violence, or the use of firearms, contains

obscene language, or falls within another category stated on the IO

(“Editorial Adjacency

Guidelines”). Media Company will use commercially reasonable efforts to comply with the Editorial

Adjacency Guidelines with respect to Ads that appear on Media Company Properties, although

Media Company will at all times retain editorial control over the Media Company Properties. For

Ads shown on Network Properties, Media Company and Agency agree that Media Company’s sole

responsibilities with respect to compliance with these Editorial Adjacency Guidelines will be to

obtain contractual representations from its participating network publishers that such publishers will

comply with Editorial Adjacency Guidelines on all Network Properties and to provide the remedy

specified below to Agency with respect to violations of Editorial Adjacency Guidelines on Network

Properties. Should Ads appear in violation of the Editorial Adjacency Guidelines, Advertiser's sole

and exclusive remedy is to request in writing that Media Company remove the Ads and provide

makegoods or, if no makegood can be agreed upon, issue a credit to Advertiser equal to the value of

such Ads, or not bill Agency for such Ads. In cases where a makegood and a credit can be shown to

be commercially infeasible for the Advertiser, Agency and Media Company will negotiate an

alternate solution. After Agency notifies Media Company that specific Ads are in violation of the

Editorial Adjacency Guidelines, Media Company will make commercially reasonable efforts to

correct such violation within 24 hours. If such correction materially and adversely impacts such IO,

Agency and Media Company will negotiate in good faith mutually agreed changes to such IO to

address such impacts. Notwithstanding the foregoing, Agency and Advertiser each acknowledge and

agree that no Advertiser will be entitled to any remedy for any violation of the Editorial Adjacency

Guidelines resulting from: (i) Ads placed at locations other than the Sites, or (ii) Ads displayed on

properties that Agency or Advertiser is aware, or should be aware, may contain content in potential

violation of the Editorial Adjacency Guidelines.

For any page on the Site that primarily consists of user-generated content, the preceding paragraph

will not apply. Instead, Media Company will make commercially reasonable efforts to ensure that

Ads are not placed adjacent to content that violates the Site’s terms of use. Advertiser’s and

Agency’s sole remedy for Media Company’s breach of such obligation will be to submit written

complaints to Media Company, which will review such complaints and remove user-generated

content that Media Company, in its sole discretion, determines is objectionable or in violation of

such Site’s terms of use.

III. PAYMENT AND PAYMENT LIABILITY

a. Invoices. The initial invoice will be sent by Media Company upon completion of the first month’s

delivery, or within 30 days of completion of the IO, whichever is earlier. Invoices will be sent to

Agency’s billing address as set forth on the IO and will include information reasonably specified by

Agency, such as the IO number, Advertiser name, brand name or campaign name, and any number or

other identifiable reference stated as required for invoicing on the IO. All invoices (other than

corrections of previously provided invoices) pursuant to the IO will be sent within 90 days of delivery

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of all Deliverables. Media Company acknowledges that failure by Media Company to send an invoice

within such period may cause Agency to be contractually unable to collect payment from the

Advertiser. If Media Company sends the invoice after the 90-day period and the Agency either has

not received the applicable funds from the Advertiser or does not have the Advertiser’s consent to

dispense such funds, Agency will use commercially reasonable efforts to assist Media Company in

collecting payment from the Advertiser or obtaining Advertiser’s consent to dispense funds.

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Upon request from the Agency, Media Company should provide proof of performance for the

invoiced period, which may include access to online or electronic reporting, as addressed in these

Terms, subject to the notice and cure provisions of Section IV. Media Company should invoice

Agency for the services provided on a calendar-month basis with the net cost (i.e., the cost after

subtracting Agency commission, if any) based on actual delivery, flat-fee, or based on prorated

distribution of delivery over the term of the IO, as specified on the applicable IO.

Payment Date. Agency will make payment 30 days from its receipt of invoice, or as otherwise stated

in a payment schedule set forth on the IO. Media Company may notify Agency that it has not received

payment in such 30-day period and whether it intends to seek payment directly from Advertiser

pursuant to Section III(c), below, and Media Company may do so five (5) business days after

providing such notice.

Payment Liability. Unless otherwise set forth by Agency on the IO, Media Company agrees to hold

Agency liable for payments solely to the extent proceeds have cleared from Advertiser to Agency for

Ads placed in accordance with the IO. For sums not cleared to Agency, Media Company agrees to

hold Advertiser solely liable. Media Company understands that Advertiser is Agency’s disclosed

principal and Agency, as agent, has no obligations relating to such payments, either joint or several,

except as specifically set forth in this Section III(c) and Section X(c).

Agency agrees to make every reasonable effort to collect and clear payment from Advertiser on a

timely basis.

Agency’s credit is established on a client-by-client basis.

If Advertiser proceeds have not cleared for the IO, other advertisers from Agency will not be

prohibited from advertising on the Site due to such non-clearance if such other advertisers’ credit is

not in question.

Upon request, Agency will make available to Media Company written confirmation of the

relationship between Agency and Advertiser. This confirmation should include, for example,

Advertiser’s acknowledgement that Agency is its agent and is authorized to act on its behalf in

connection with the IO and these Terms. In addition, upon the request of Media Company, Agency

will confirm whether Advertiser has paid to Agency in advance funds sufficient to make payments

pursuant to the IO.

If Advertiser’s or Agency’s credit is or becomes impaired, Media Company may require payment

in advance.

IV. REPORTING

a. Confirmation of Campaign Initiation. Media Company will, within two (2) business days of the start

date on the IO, provide confirmation to Agency, either electronically or in writing, stating whether

the components of the IO have begun delivery.

b. Media Company Reporting. If Media Company is serving the campaign, Media Company will make

reporting available at least as often as weekly, either electronically or in writing, unless otherwise

specified on the IO. Reports will be broken out by day and summarized by creative execution, content

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area (Ad placement), impressions, clicks, spend/cost, and other variables as may be defined on the IO

(e.g., keywords).

Once Media Company has provided the online or electronic report, it agrees that Agency and

Advertiser are entitled to reasonably rely on it, subject to provision of Media Company’s invoice

for such period.

c. Makegoods for Reporting Failure. If Media Company fails to deliver an accurate and complete report

by the time specified, Agency may initiate makegood discussions pursuant to Section VI, below.

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If Agency informs Media Company that Media Company has delivered an incomplete or inaccurate report, or no

report at all, Media Company will cure such failure within five (5) business days of receipt of such notice. Failure

to cure may result in nonpayment for all activity for which data is incomplete or missing until Media Company

delivers reasonable evidence of performance; such report will be delivered within 30 days of Media Company’s

knowledge of such failure or, absent such knowledge, within 180 days of delivery of all Deliverables.

V. CANCELLATION AND TERMINATION

Without Cause. Unless designated on the IO as non-cancelable, Advertiser may cancel the entire IO,

or any portion thereof, as follows:

With (7) days’ prior written notice to Media Company, without penalty, for any guaranteed

Deliverable, including, but not limited to, CPM Deliverables. For clarity and by way of

example, if Advertiser cancels the guaranteed portions of the IO eight (4) days prior to

serving of the first impression, Advertiser will only be responsible for the first six (3) days

of those Deliverables.

ii.

With seven (7) days’ prior written notice to Media Company, without penalty, for any

nonguaranteed Deliverable, including, but not limited to, CPC Deliverables, CPL

Deliverables, or CPA Deliverables, as well as some non-guaranteed CPM Deliverables. iii.

With (7) days’ prior written notice to Media Company, without penalty, for any flat

feebased or fixed-placement Deliverable, including, but not limited to, roadblocks,

timebased or share-of-voice buys, and some types of cancelable sponsorships.

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.

Short Rates. Short rates will apply to canceled buys to the degree stated on the IO.

VI. MAKEGOODS

a. Notification of Under-delivery. Media Company will monitor delivery of the Ads, and will notify

Agency either electronically or in writing as soon as possible (and no later than 7 days before the

applicable IO end date unless the length of the campaign is less than 7 days) if Media Company

believes that an under-delivery is likely. In the case of a probable or actual under-delivery, Agency

and Media Company may arrange for a makegood consistent with these Terms.

b. Makegood Procedure. If actual Deliverables for any campaign fall below guaranteed levels, as set

forth on the IO, and/or if there is an omission of any Ad (placement or creative unit), Agency and

Media Company will use commercially reasonable efforts to agree upon the conditions of a

makegood flight, either on the IO or at the time of the shortfall. If no makegood can be agreed upon,

Agency may execute a credit equal to the value of the under-delivered portion of the IO for which it

was charged. If Agency or Advertiser has made a cash prepayment to Media Company, specifically

for the campaign IO for which under-delivery applies, then, if Agency and/or Advertiser is

reasonably current on all amounts owed to Media Company under any other agreement for such

Advertiser, Agency may elect to receive a refund for the under-delivery equal to the difference

between the applicable pre-payment and the value of the delivered portion of the campaign. In no

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event will Media Company provide a makegood or extend any Ad beyond the period set forth on the

IO without the prior written consent of Agency.

c. Unguaranteed Deliverables. If an IO contains CPA Deliverables, CPL Deliverables, or CPC

Deliverables, the predictability, forecasting, and conversions for such Deliverables may vary and

guaranteed delivery, even delivery, and makegoods are not available.

VII. BONUS IMPRESSIONS

a. With Third Party Ad Server. Where Agency uses a Third Party Ad Server, Media Company will not

bonus more than 10% above the Deliverables specified on the IO without the prior written consent

of Agency. Permanent or exclusive placements will run for the specified period of time regardless of

over-delivery, unless the IO establishes an impression cap for Third Party Ad Server activity. Agency

will not be charged by Media Company for any additional Deliverables above any level guaranteed

or capped on the IO. If a Third Party Ad Server is being used and Agency notifies Media Company

that the guaranteed or capped levels stated on the IO have been reached, Media Company will use

commercially reasonable efforts to suspend delivery and, within 48 hours of receiving such notice,

Media Company may either (i) serve any additional Ads itself or (ii) be held responsible for all

applicable incremental Ad serving charges incurred by Advertiser but only (A) after such notice has

been provided, and (B) to the extent such charges are associated with overdelivery by more than 10%

above such guaranteed or capped levels.

b. No Third Party Ad Server. Where Agency does not use a Third Party Ad Server, Media Company

may bonus as many ad units as Media Company chooses unless otherwise indicated on the IO.

Agency will not be charged by Media Company for any additional Deliverables above any level

guaranteed on the IO.

VIII. FORCE MAJEURE

a. Generally. Excluding payment obligations, neither Agency nor Media Company will be liable for

delay or default in the performance of its respective obligations under these Terms if such delay or

default is caused by conditions beyond its reasonable control, including, but not limited to, fire, flood,

accident, earthquakes, telecommunications line failures, electrical outages, network failures, acts of

God, or labor disputes (“Force Majeure event”). If Media Company suffers such a delay or default,

Media Company will make reasonable efforts within five (5) business days to recommend a substitute

transmission for the Ad or time period for the transmission. If no such substitute time period or make

good is reasonably acceptable to Agency, Media Company will allow Agency a pro rata reduction in

the space, time, and/or program charges hereunder in the amount of money assigned to the space,

time, and/or program charges at time of purchase. In addition, Agency will have the benefit of the

same discounts that would have been earned had there been no default or delay.

b. Related to Payment. If Agency’s ability to transfer funds to third parties has been materially

negatively impacted by an event beyond the Agency’s reasonable control, including, but not limited

to, failure of banking clearing systems or a state of emergency, then Agency will make every

reasonable effort to make payments on a timely basis to Media Company, but any delays caused by

such condition will be excused for the duration of such condition. Subject to the foregoing, such

excuse for delay will not in any way relieve Agency from any of its obligations as to the amount of

money that would have been due and paid without such condition.

c. Cancellation. If a Force Majeure event has continued for five (5) business days, Media Company

and/or Agency has the right to cancel the remainder of the IO without penalty.

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IX. AD MATERIALS

Submission. Agency will submit Advertising Materials pursuant to Section II(c) in accordance with

Media Company’s then-existing Policies. Media Company’s sole remedies for a breach of this

provision are set forth in Section V(c), above, Sections IX (c) and (d), below, and Sections X

(b)

and (c), below.

Compliance. Media Company reserves the right within its discretion to reject or remove from its

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 from its 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),

provided that if Media Company has reviewed and approved such Ads prior to their use on the Site,

Media Company will not immediately remove such Ads before making commercially reasonable

efforts to acquire mutually acceptable alternative Advertising Materials from Agency.

Damaged Creative. If Advertising Materials provided by Agency are damaged, not to Media

Company’s specifications, or otherwise unacceptable, Media Company will use commercially

reasonable efforts to notify Agency within two (2) business days of its receipt of such Advertising

Materials.

No Modification. Media Company will not edit or modify the submitted Ads in any way, including,

but not limited to, resizing the Ad, without Agency’s approval. Media Company will use all Ads in

strict compliance with these Terms and any written instructions provided on the IO.

Ad Tags. When applicable, Third Party Ad Server tags will be implemented so that they are functional

in all aspects.

X. INDEMNIFICATION

By Media Company. Media Company will defend, indemnify, and hold harmless Agency,

Advertiser, and each of its Affiliates and Representatives from damages, liabilities, costs, and

expenses (including reasonable attorneys’ fees) (collectively, “Losses”) resulting from any claim,

judgment, or proceeding (collectively, “Claims”) brought by a Third Party and resulting from (i)

Media Company’s alleged breach of Section XII or of Media Company’s representations and

warranties in Section XIV(a), (ii) Media Company’s display or delivery of any Ad in breach of

Section II(a) or Section IX(e), or (iii) Advertising Materials provided by Media Company for an Ad

(and not by Agency, Advertiser, and/or each of its Affiliates and/or Representatives) (“Media

Company Advertising Materials”) that: (A) violate any applicable law, regulation, judicial or

administrative action, or the right of a Third Party; or (B) are defamatory or obscene. Not with

standing the foregoing, Media Company will not be liable for any Losses resulting from claims to

the extent that such Claims result from (1) Media Company’s customization of Ads or Advertising

Materials based upon detailed specifications, materials, or information provided by the Advertiser,

Agency, and/or each of its Affiliates and/or Representatives, or (2) a user viewing an Ad outside of

the targeting set forth on the IO, which viewing is not directly attributable to Media Company’s

serving such Ad in breach of such targeting.

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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 of Policies (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 7 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.

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 express, Agency-specific obligations under Section XII.

Procedure. The indemnified party(s) will promptly notify the indemnifying party of all Claims of

which it becomes aware (provided that a failure or delay in providing such notice will not relieve

the indemnifying party’s obligations except to the extent such party is prejudiced by such failure or

delay), and will: (i) provide reasonable cooperation to the indemnifying party at the indemnifying

party’s expense in connection with the defense or settlement of all Claims; and (ii) be entitled to

participate at its own expense in the defense of all Claims. The indemnified party(s) agrees that the

indemnifying party will have sole and exclusive control over the defense and settlement of all

Claims; provided, however, the indemnifying party will not acquiesce to any judgment or enter into

any settlement, either of which imposes any obligation or liability on an indemnified party(s) without

its prior written consent.

XI. LIMITATION OF LIABILITY

Excluding Agency’s, Advertiser’s, and Media Company’s respective obligations under Section X, damages

that result from a breach of Section XII, or intentional misconduct by Agency, Advertiser, or Media

Company, 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.

XII: NON-DISCLOSURE, DATA USAGE AND OWNERSHIP, PRIVACY AND LAWS

a. 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. Without limiting the foregoing, Discloser and Recipient agree that each Discloser’s

contribution to IO Details (as defined below) shall be considered such Discloser’s Confidential

Information. 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 shall

not disclose Confidential Information to anyone except an employee, agent, Affiliate, or third party

who has a need to know same, and who is bound by confidentiality and non-use obligations at least

as protective of Confidential Information as are those in this section.

Recipient will not use Discloser’s Confidential Information other than as provided for on the IO.

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Exceptions. Notwithstanding anything contained herein to the contrary, the term “Confidential

Information” will not include information which: (i) was previously known to Recipient; (ii) was or

becomes generally available to the public through no fault of Recipient; (iii) 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; (iv) was developed by employees or agents of Recipient

independently of, and without reference to, Confidential Information; or (v) 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 under these

Terms; provided, however, that both Discloser and Recipient will stipulate to any orders necessary

to protect such information from public disclosure.

Additional Definitions. As used herein the following terms shall have the following definitions:

“User Volunteered Data” is personally identifiable information collected from individual

users by Media Company during delivery of an Ad pursuant to the IO, but only where it is

expressly disclosed to such individual users that such collection is solely on behalf of

Advertiser.

ii.

“IO Details” are details set forth on the IO but only when expressly associated with the

applicable Discloser, including, but not limited to, Ad pricing information, Ad description,

Ad placement information, and Ad targeting information.

iii.

“Performance Data” is data regarding a campaign gathered during delivery of an Ad

pursuant to the IO (e.g., number of impressions, interactions, and header information), but

excluding Site Data or IO Details.

iv.

“Site Data” is any data that is (A) preexisting Media Company data used by Media

Company pursuant to the IO; (B) gathered pursuant to the IO during delivery of an Ad that

identifies or allows identification of Media Company, Media Company’s Site, brand,

content, context, or users as such; or (C) entered by users on any Media Company Site

other than User Volunteered Data.

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“Collected Data” consists of IO Details, Performance Data, and Site Data.

vi.

“Repurposing” means retargeting a user or appending data to a non-public profile

regarding a user for purposes other than performance of the IO.

vii.

“Aggregated” means a form in which data gathered under an IO is combined with data

from numerous campaigns of numerous Advertisers and precludes identification, directly

or indirectly, of an Advertiser.

Use of Collected Data.

Unless otherwise authorized by Media Company, Advertiser will not: (A) use Collected

Data for Repurposing; provided, however, that Performance Data may be used for

Repurposing so long as it is not joined with any IO Details or Site Data; (B) disclose IO

Details of Media Company or Site Data to any Affiliate or Third Party except as set forth

in Section XII(d)(iii).

ii.

Unless otherwise authorized by Agency or Advertiser, Media Company will not: (A) use

or disclose IO Details of Advertiser, Performance Data, or a user’s recorded view or click

of an Ad, each of the foregoing on a non-Aggregated basis, for Repurposing or any purpose

other than performing under the IO, compensating data providers in a way that precludes

identification of the Advertiser, or internal reporting or internal analysis; or (B) use or

disclose any User Volunteered Data in any manner other than in performing under the IO.

iii.

Advertiser, Agency, and Media Company (each a “Transferring Party”) will require any

Third Party or Affiliate used by the Transferring Party in performance of the IO on behalf

of such Transferring Party to be bound by confidentiality and non-use obligations at least

as restrictive as those on the Transferring Party, unless otherwise set forth in the IO.

User Volunteered Data. All User Volunteered Data is the property of Advertiser, is subject to the

Advertiser’s posted privacy policy, and is considered Confidential Information of Advertiser. Any

other use of such information will be set forth on the IO and signed by both parties.

Privacy Policies. Agency, Advertiser, and Media Company will post on their respective Web sites

their privacy policies and adhere to their privacy policies, which will abide by applicable laws. Failure

by Media Company, on the one hand, or Agency or Advertiser, on the other, to continue to post a

IO by the other party.

Agency Use of Data. Agency will not: (i) use Collected Data unless Advertiser is permitted to use

such Collected Data, nor (ii) use Collected Data in ways that Advertiser is not allowed to use such

Collected Data. Notwithstanding the foregoing or anything to the contrary herein, the restrictions on

Advertiser in Section XII(d)(i) shall not prohibit Agency from (A) using Collected Data on an

Aggregated basis for internal media planning purposes only (but not for Repurposing),

XIII. THIRD PARTY AD SERVING AND TRACKING (Applicable if Third Party Ad Server is

used)

a. Ad Serving and Tracking. Media Company will track delivery through its ad server and, provided

that Media Company has approved in writing a Third Party Ad Server to run on its properties, Agency

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will track delivery through such Third Party Ad Server. Agency may not substitute the specified

Third Party Ad Server without Media Company’s prior written consent.

Revised IAB Standard Terms and Conditions Version 3.0

Controlling Measurement. If both parties are tracking delivery, the measurement used for invoicing

advertising fees under an IO (“Controlling Measurement”) will be determined as follows:

Except as specified in Section XIII(b)(iii), the Controlling Measurement will be taken from

an ad server that is certified as compliant with the IAB/AAAA Ad Measurement

Guidelines (the “IAB/AAAA Guidelines”).

ii.

If both ad servers are compliant with the IAB/AAAA Guidelines, the Controlling

Measurement will be the Third Party Ad Server if such Third Party Ad Server provides an

automated, daily reporting interface which allows for automated delivery of relevant and

non-proprietary statistics to Media Company in an electronic form that is approved by

Media Company; provided, however, that Media Company must receive access to such

interface in the timeframe set forth in Section XIII(c), below.

iii.

If neither party’s ad server is compliant with the IAB/AAAA Guidelines or the

requirements in subparagraph (ii), above, cannot be met, the Controlling Measurement

will be based on Media Company’s ad server, unless otherwise agreed by Agency and

Media Company in writing.

Ad Server Reporting Access. As available, the party responsible for the Controlling Measurement

will provide the other party with online or automated access to relevant and non-proprietary statistics

from the ad server within one (1) day after campaign launch. The other party will notify the party

with Controlling Measurement if such party has not received such access. If such online or automated

reporting is not available, the party responsible for the Controlling Measurement will provide

placement-level activity reports to the other party in a timely manner, as mutually agreed to by the

parties or as specified in Section IV(b), above, in the case of Ads being served by Media Company.

If both parties have tracked the campaign from the beginning and the party responsible for the

Controlling Measurement fails to provide such access or reports as described herein, then the other

party may use or provide its ad server statistics as the basis of calculating campaign delivery for

invoicing. Notification may be given that access, such as login credentials or automated reporting

functionality integration, applies to all current and future IOs for one or more Advertisers, in which

case new access for each IO is not necessary.

Discrepant Measurement. If the difference between the Controlling Measurement and the other

measurement exceeds 10% over the invoice period and the Controlling Measurement is lower, the

parties will facilitate a reconciliation effort between Media Company and Third Party Ad Server

measurements. If the discrepancy cannot be resolved and a good faith effort to facilitate the

reconciliation has been made, Agency reserves the right to either:

Consider the discrepancy an under-delivery of the Deliverables as described in Section

VI(b), whereupon the parties will act in accordance with that Section, including the

requirement that Agency and Media Company make an effort to agree upon the conditions

of a make good flight and delivery of any make good will be measured by the Third Party

Ad Server, or

ii.

Pay invoice based on Controlling Measurement-reported data, plus a 10% upward

adjustment to delivery.

Measurement Methodology. Media Company will make reasonable efforts to publish, and Agency

will make reasonable efforts to cause the Third Party Ad Server to publish, a disclosure in the form

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specified by the AAAA and IAB regarding their respective ad delivery measurement methodologies

with regard to compliance with the IAB/AAAA Guidelines.

Third Party Ad Server Malfunction. Where Agency is using a Third Party Ad Server and that Third

Party Ad Server cannot serve the Ad, Agency will have a one-time right to temporarily suspend

Revised IAB Standard Terms and Conditions Version 3.0 delivery under the IO for a period of up to 72 hours.

Upon written notification by Agency of a nonfunctioning Third Party Ad Server, Media Company

will have 24 hours to suspend delivery. Following that period, Agency will not be held liable for

payment for any Ad that runs within the immediately following 72-hour period until Media Company

is notified that the Third Party Ad Server is able to serve Ads. After the 72-hour period passes and

Agency has not provided written notification that Media Company can resume delivery under the

IO, Advertiser will pay for the Ads that would have run, or are run, after the 72-hour period but for

the suspension, and can elect Media Company to serve Ads until the Third Party Ad Server is able

to serve Ads. If Agency does not so elect for Media Company to serve the Ads until Third Party Ad

Server is able to serve Ads, Media Company may use the inventory that would have been otherwise

used for Media Company’s own advertisements or advertisements provided by a Third Party.

g. Third Party Ad Server Fixed. Upon notification that the Third Party Ad Server is functioning, Media

Company will have 72 hours to resume delivery. Any delay in the resumption of delivery beyond

this period, without reasonable explanation, will result in Media Company owing a make good to

Agency.

XIV. MISCELLANEOUS

Exclusivity. For as long as this Agreement shall remain in effect, the Media Company Properties

waive the right to negotiate with and enter into contracts with others that contemplate the same or

similar Purpose and encompass the same or similar Scope as this Agreement. MyBookie will hold

exclusivity in the Gambling category within the confines of this agreement.

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.

Advertiser represents and warrants that Advertiser 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.

Assignment. Neither Agency nor Advertiser may resell, assign, or transfer any of its rights or

obligations hereunder, and any attempt to resell, assign, or transfer such rights or obligations without

Media Company’s prior written approval will be null and void. All terms and conditions in these

Terms and each IO will be binding upon and inure to the benefit of the parties hereto and their

respective permitted transferees, successors, and assigns.

Entire Agreement. Each IO (including the Terms) will constitute the entire agreement of the parties

with respect to the subject matter thereof and supersede all previous communications,

representations, understandings, and agreements, either oral or written, between the parties with

respect to the subject matter of the IO. The IO may be executed in counterparts, each of which will

be an original, and all of which together will constitute one and the same document.

Notice. Any notice required to be delivered hereunder will be deemed delivered three days after

deposit, postage paid, in U.S. mail, 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.

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Survival. Sections III, VI, X, XI, XII, and XIV will survive termination or expiration of these Terms,

and Section IV will survive for 30 days after the termination or expiration of these Terms. In addition,

each party will promptly return or destroy the other party’s Confidential Information upon written

request and remove Advertising Materials and Ad tags upon termination of these Terms.

g. Headings. Section or paragraph headings used in these Terms are for reference purposes only, and

should not be used in the interpretation hereof.

h. First Right Of Refusal. For the NFL seasons 2020-2021 and 2021-2022 and subject to provisions of

this Agreement, TALENT hereby, unconditionally and irrevocably grants to Parle Media on behalf

of MyBookie the “Right of First Refusal” to acquire all or any portion of the services that TALENT

is offered by any third party on the same terms and conditions as those offered to TALENT. Parle

Media must be notified and receive a complete copy of such offer (of any new or varied property)

that will be made available, and have the opportunity before any additional proceedings to make a

bid on it (in the gambling category).

IAB Terms