This Addendum to the IAB/AAAA Standard Terms and Conditions for Internet Advertising for Media Buys One Year or Less version 3.0 (the “IAB Terms”) is made part of the IAB Terms which, as modified by this Addendum, shall govern each Insertion Order (“IO”) between Samsung Electronics America, Inc. and the Agency/Advertiser specified in the IO. In the event of any conflict between any of the IAB Terms, this Addendum and an IO, precedence shall be given to the documents in the following order: (i) the IO; (ii) this Addendum; and (iii) the IAB Terms. Unless otherwise defined in this Addendum, all terms capitalized herein shall have the same meaning as in the IAB Terms.
With respect to each of the following terms, the definition provided in the IAB Terms is deleted in its entirety and replaced with the applicable definition that follows:
“Media Company” means Samsung Electronics America, Inc.
“Media Company Properties” means the digital properties specified on an IO, including those digital properties that are owned, operated, or controlled by Media Company, including those areas of the user interface of any of Media Company’s broadband-enabled televisions and other consumer electronics devices that are designated by Media Company for the insertion of advertising materials.
“Network Properties” means the digital properties 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.
The following definition is hereby amended as follows:
“Policies” as defined in the IAB Terms shall include the Samsung Advertising Guidelines and Acceptance Policy which are available here: https://go.samsungads.com/advertising-guidelines
The following shall be added to the end of Section I(a) of the IAB Terms: “In connection with each Ad campaign, Agency or Advertiser shall deliver to Media Company the applicable Ad(s) and Advertising Materials in compliance with the Policies no later than 10 days before the scheduled launch of the campaign. Agency and Advertiser acknowledge that failure to make such delivery may cause (A) delays in the launch of the campaign, for which Media Company will not be responsible, and (B) under-delivery of impressions, for which Media Company shall be relieved of any makegood obligations otherwise applicable thereto.”
The first sentence of Section II(c) of the IAB Terms shall be deleted in its entirety and replaced with the following: “Media Company may make available to Agency and/or Advertiser final technical specifications upon request.” In the second sentence of Section II(c), the words “after that two (2) business day period” shall be deleted in their entirety.
To the extent Advertiser or Agency uses third-party technology to implement the applicable Ad campaign (including any Third Party Ad Server), the reporting requirements set forth in Section IV(b) of the IAB Terms shall apply equally to Advertiser and Agency.
In addition, the following shall be added to the end of Section IV(c) of the IAB Terms: “Notwithstanding the foregoing, Media Company shall be released from any makegood obligations in the case of under-delivery, and from payment of any Third Party Ad Server charges in the case of over-delivery, in the event Agency fails to provide Media Company with any Third Party Ad Server reports for campaigns served on a timely basis.”
Notwithstanding anything to the contrary in the IAB Terms and this Addendum, Agency/Advertiser will provide a monthly report to Media Company, information related to the applicable Ad campaign: (A) for CPI - impressions, completed downloads, incomplete downloads, and opens; (B) for ad deal (CPM or ad revenue share) – total impressions and total applicable ad revenue, and (C) for paid apps – total applicable revenue.
Notwithstanding Sections V(a) and V(b) of the IAB Terms, either party may cancel any IO with 14 days written notice for any reason, unless a shorter termination period for both parties is specified on the IO.
After the first sentence of Section VI(b) of the IAB Terms, the rest of the Section shall be deleted in its entirety.
Notwithstanding the provisions of Section IX(a) of the IAB Terms, the parties agree and acknowledge that (i) Media Company has no responsibility to review the Ads or Advertising Materials provided by Agency or Advertiser for insertion on the Sites, and (ii) any review by Media Company of the Ads or Advertising Materials shall in no way serve to limit the obligations of Agency and Advertiser, under the IAB Terms or otherwise, with respect thereto.
The following shall be added to the end of Section IX(c) of the IAB Terms: “In the event any IO relates to a keyword-targeted Ad, each of Agency and Advertiser represent and warrant that it has all rights necessary to utilize the keyword(s) specified by it in the manner contemplated by the IO and that such keywords are not violative of any third party intellectual property rights, such as trademark rights.”
Notwithstanding Section IX(g) of the IAB Terms, Media Company shall have the right (i) to make incidental use of all Advertising Materials, Ads and related content for internal purposes (e.g., non-revenue generating informational and illustrative purposes).
Without limiting Advertiser’s obligations under Section X(b) of the IAB Terms, Advertiser agrees to 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 (A) the products or services promoted or offered in the Ads, (B) the collection, processing and use by Advertiser or Agency of personal information in connection with the IO, and (C) any Data Security Breach. For the purpose of this Section a “Data Security Breach” means (a) the loss or misuse of Personal Information (by any means); (b) the inadvertent, unauthorized, and/or unlawful processing, disclosure, access, alteration, corruption, transfer, sale, rental, destruction, or use of Personal Information; or (c) any other act or omission that compromises or may compromise the security, confidentiality, or integrity of Personal Information. “Personal Information” has the meaning provided by applicable privacy laws.
The second sentence of Section XII(a) of the IAB Terms will be deleted in its entirety and replaced with the following: “Without limiting the foregoing, (A) Discloser and Recipient agree that each Discloser’s contribution to IO Details (as defined bellow) shall be considered such Discloser’s Confidential Information, and (B) Media Company’s Confidential Information shall include (1) media rates, (2) the types of data collected and maintained by Media Company in connection with the Media Company Properties, (3) information pertaining to Media Company’s targeting of end users, and (4) information pertaining to third-party campaigns to run on the Media Company Properties.”
In Section XIV(d) of the IAB Terms, (i) the law governing the IO shall be the substantive laws of the State of New York, and (ii) the courts having exclusive jurisdiction over claims, legal proceedings or litigation arising in connection with the IO shall be the federal or state courts of New York County, New York.