PLEASE READ THE FOLLOWING VERY CAREFULLY. BY SUBMITTING AN INSERTION ORDER TO UNRULY, YOU, AS “ADVERTISER” OR “AGENCY”, AS APPLICABLE, REPRESENT, WARRANT AND COVENANT THAT YOU ARE ABLE TO AGREE AND ENTER INTO AND PERFORM THE OBLIGATIONS SET FORTH IN THIS AGREEMENT AS AND PERTAINING TO “ADVERTISER” OR “AGENCY” AND YOU ARE AND WILL BE BOUND BY THIS AGREEMENT. IF YOU WORK FOR OR REPRESENT AN ADVERTISER OR OTHER ENTITY THAT IS THE “ADVERTISER” FOR THE PURPOSES OF THIS AGREEMENT, YOU FURTHER REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO AGREE TO AND PERFORM THIS AGREEMENT ON BEHALF OF SUCH ADVERTISER OR ENTITY.
This Agreement is entered into by and between Unruly Group LLC, a California limited liability company and whose registered office is 3600 136th Place SE, #400 Bellevue, WA 98006 or any of Unruly’s affiliates, including without limitation Unruly Media Inc., Unruly Media AB, Unruly Media AS, Unruly Media GmbH, Unruly Media KK, Unruly Media Pte Ltd, Unruly Media Pty Ltd, Unmedia Video Distribution Sdn Bhd and any other subsidiary of Unruly Holdings Limited now existing or hereafter formed (individually and collectively, “Unruly”) and the company named as advertiser in the Insertion Order (“Advertiser”) and/or the agency listed in the Insertion Order for such Advertiser (“Agency”), if any.
These Advertiser Terms and Conditions shall apply to all Insertion Orders and this Agreement shall continue in effect for as long as there remains an active Insertion Order between Unruly and Advertiser and/or Agency.
Notwithstanding anything to the contrary, Tremor Video reserves the right to run up to 30% of the media covered by this IO on its outstream product offering.
Unless otherwise noted herein, the Insertion Order (IO) will be governed by the IAB/AAAA’s Standard Terms and Conditions for Internet Advertising for Media Buys One Year or Less, version 3.0 (the “IAB Terms”). In the event of a conflict between these terms, the IO and the IAB Terms, the prevailing order will be the IO, these terms and then the IAB Terms. For purposes of clarity, in the IAB Terms, “Agency” shall refer to Agency and “Media Company” shall refer to Tremor Video.
The IAB Terms are hereby amended as follows:
- Section I(d): The following sentence is hereby added: “Agency and Advertiser are jointly and severally liable for any third party media costs that are not identified prior to the execution of this IO, including but not limited to ad verification, viewability and creative build and design services.”
- Section III(c): The first paragraph is hereby deleted in its entirety and replaced with the following: “Advertiser and Agency are jointly and severally liable for such monies due and payable on publication of advertising. If payments are not made on a timely basis, Media Company at its discretion may terminate this contract.”
- Section IV: Subsections (b) and (c) are hereby deleted in their entirety.
- Section IX(g): The following sentence is hereby added: “Notwithstanding the foregoing, Media Company may publicly disclose that Advertiser and Agency are clients of Media Company and may use their marks for such purposes.”
- Section XI: The following sentence is hereby added: “IN NO EVENT WILL MEDIA COMPANY’S LIABILITY HEREUNDER EXCEED THE AMOUNT OF FEES ACTUALLY PAID BY AGENCY TO MEDIA COMPANY DURING THE THREE (3) MONTHS PERIOD PRIOR TO THE TIME SUCH LIABILITY AROSE UNDER THIS IO.”
- Section XIV(b): The first sentence of this Subsection is hereby deleted in its entirety and replaced with the following: “This IO may not be assigned or subcontracted by either party without the prior written consent of the other party (not to be unreasonably withheld or delayed), provided that Media Company may assign or subcontract this IO without Agency’s consent to a parent, subsidiary, affiliate, or to any entity that acquires it or all or substantially all of its stock or assets.”
- Section XIV(d): The second and third sentences of this Subsection are hereby deleted in their entirety and replaced with the following: “All IOs shall be governed by the laws of the State of New York. Media Company and Agency (on behalf of itself and Advertiser) agree that any claims, legal proceeding or litigation arising in connection with the IO (including these Terms and Conditions) will be brought solely in New York, New York, and the parties consent to the jurisdiction of such courts.”
No unilateral terms or conditions on materials issued by Agency, including without limitation, purchase orders, order forms, shrinkwrap terms, or online posted terms and conditions, shall apply, supplement, interpret, or amend the parties’ legal rights and responsibilities as they pertain to this IO.