Amendment to the 4A’s/IAB Standard Terms and Conditions Version 3.0

This Amendment is effective on February 21, 2019. OwnerIQ reserves the right to update and/or change this Amendment, and such updates/changes will be listed here with the effective date. Advertiser/Agency’s continued use of OwnerIQ’s services hereunder will be in accordance with the version effective for any signed Insertion Order and/or Ad Campaign Order Form which links to this page.

This amendment (“Amendment”) to the 4A’s/IAB Standard Terms and Conditions For Internet Advertising For Media Buys One Year or Less Version 3.0 (“Terms”) hereby amends the Terms as set forth below.
1. In the event of an inconsistency between this Amendment and the Terms, the terms of this Amendment will prevail. Where Advertiser is purchasing directly from Media Company, all references to Agency (where applicable and where the context makes sense) refers to Advertiser.
2. Re: Section III [Payment and Payment Liability – Payment Date]: The following language is hereby added after the first sentence in Section III(b):
  • “Notwithstanding the foregoing, Media Company has the right to seek payment directly from Advertiser, without notice to Agency, if Media Company has not received payment within 90 days from the delivery of the invoice to Agency.”
3. Re: Section III [Payment and Payment Liability]: The following new Section II(d) is hereby added:
  • “d. Suspension by Media Company. Media Company may suspend any Insertion Order without prior notice if Agency or Advertiser fails to pay Fees invoiced by Media Company within forty-five (45) days following the payment due date.”
4. Re: Section IV [Reporting]. Section IV(b) and IV(c) are deleted in their entirety and replaced with the following new language:
  • "b. Media Company Reporting. If Media Company is serving the campaign, Media Company will make reporting available on a regular basis, unless otherwise specified in the IO. Media Company is solely responsible for determining the number of impressions, clicks, actions, or other applicable metric, delivered, shown, produced, clicked on, or viewed unless otherwise indicated in the Ad Campaign Order Form. Numbers provided prior to final invoicing via online portal or otherwise are preliminary and subject to adjustment."
  • "c. Discrepancies. If there is a discrepancy of more than 10% between Media Company’s metric and Advertiser’s third-party ad server or a publisher’s ad server, Media Company will use commercially reasonable efforts to reconcile the discrepancy."
5. Re: Section V [Cancellation and Termination]: Section V(a) is deleted in its entirety and replaced with the following new language:
  • "a. Without Cause. Once Advertiser signs the IO, it can only be cancelled or modified with thirty (30) days written notice, with the following conditions:
  • If cancellation is received prior to the first impression of the Ad Campaign is delivered, Advertiser must pay fifty percent (50%) of the value of the Ad Campaign or $10,000, whichever is higher. For clarity and by way of example, if Advertiser cancels an Ad Campaign having a value of $100,000 fifteen days prior to the serving of the first impression, Advertiser is responsible for $50,000 (50% of the $100,000 Ad Campaign value). If an Advertiser cancels an Ad Campaign having a value of $15,000 fifteen days prior to the serving of the first impression, Advertiser is responsible for $10,000 (the greater of fifty percent or $10,000.).
  • If cancellation is received after the first impression of the Ad Campaign is delivered, Advertiser must pay for all impressions already delivered, including any custom content or development, CRM onboarding services, and reporting suite services (“Custom Material”), plus fifty percent (50%) of the remaining undelivered value of the Ad Campaign or $10,000, whichever is greater. For clarity and by way of example, if Advertiser cancels an Ad Campaign fifteen days into the Ad Campaign of $100,000, Advertiser must pay in full for the first fifteen days of the Ad Campaign ($25,000) and must pay fifty percent of the remaining value of the Ad Campaign, which would be half of the remaining $75,000. "
6. Re: Section V [Cancellation and Termination – Without Cause]: Section V(c) is deleted in its entirety and is replaced with the following new language:
  • “c. Termination by Media Company. If these Terms and/or an IO is terminated by Media Company due to Agency or Advertiser’s breach, Advertiser is required to pay Media Company all fees due under these Terms and/or the IO within ten (10) days of the effective date of such termination.”
7. Re: Section XVI [Miscellaneous]: The term “Massachusetts” is added to the fill-in blanks in Section XIV(d).

This Amendment is effective on July 9, 2018. OwnerIQ reserves the right to update and/or change this Amendment, and such updates/changes will be listed here with the effective date. Advertiser/Agency’s continued use of OwnerIQ’s services hereunder will be in accordance with the version effective for any signed Insertion Order which links to this page.

This amendment (“Addendum”) to the 4A’s/IAB Standard Terms and Conditions For Internet Advertising For Media Buys One Year or Less Version 3.0 (“Terms”) hereby amends the Terms as set forth below.
1. In the event of an inconsistency between this Amendment and the Terms, the terms of this Amendment will prevail. Where Advertiser is purchasing directly from Media Company, all references to Agency (where applicable and where the context makes sense) refers to Advertiser.
2. Re: Section III [Payment and Payment Liability – Payment Date]: The following language is hereby added after the first sentence in Section III(b):
  • “Notwithstanding the foregoing, Media Company has the right to seek payment directly from Advertiser, without notice to Agency, if Media Company has not received payment within 90 days from the delivery of the invoice to Agency.”
3. Re: Section III [Payment and Payment Liability]: The following new Section II(d) is hereby added:
  • “d. Suspension by Media Company. Media Company may suspend any Insertion Order without prior notice if Agency or Advertiser fails to pay Fees invoiced by Media Company within forty-five (45) days following the payment due date.”
4. Re: Section V [Cancellation and Termination]: The following language is hereby added after the first sentence in Section V(a)(iv):
  • ‘“Customer Material” includes custom creative services, CRM onboarding services, and reporting suite services.”
5. Re: Section V [Cancellation and Termination – Without Cause]: Section V(c) is deleted in its entirety and is replaced with the following new language:
  • “c. Termination by Media Company. If these Terms and/or an IO is terminated by Media Company due to Agency or Advertiser’s breach, Advertiser is required to pay Media Company all fees due under these Terms and/or the IO within ten (10) days of the effective date of such termination.”
6. Re: Section XVI [Miscellaneous]: The term “Massachusetts” is added to the fill-in blanks in Section XIV(d).