ADVERTISING TERMS AND CONDITIONS

Other Terms.
1. Sites. Advertiser’s Ads may be published on: Media Company’s websites and other applications owned, operated, or controlled by Media Company; Media Company’s affiliates websites; and other websites and application where Media Company has the right to sell or display the Ads. Media Company may modify or discontinue any such websites or applications in its sole and absolute discretion. Further, the obligation of Media Company to create a “balanced delivery schedule” in the IAB Terms is limited to Media Company’s use of commercially reasonable efforts to create such a schedule and such obligations are subject to the variances in the impressions that may be delivered based on fluctuations in traffic.
2. Advertising Materials. In addition to Advertiser’s other obligations under the IAB Terms with respect to the submission of Advertising Materials, Advertiser will provide Media Company with a Uniform Resource Locator (“URL”) for a destination web page in connection with each Ad, which Media Company will review for approval. If Media Company approves the destination page, Advertiser may not materially change the destination web page’s content or change the destination web page’s URL until Media Company has first approved Advertiser’s change. As between Advertiser and Media Company, Advertiser will be solely responsible for any liability arising out of Advertiser’s hyperlinks, websites or any of Advertiser’s data, scripts, information, content, or other materials relating to the Ads, the destination webpages, or the advertised products or services. Advertiser must comply with all laws, regulations, guidelines applicable to Advertiser’s Ads, the destination web pages and the advertised products and services. Advertiser is solely responsible for and will conduct all applicable aspects of, the sale and provision of its products or services offered to a consumer, since Media Company is acting solely as a service provider. Advertiser will provide replacement Advertising Materials where the same are damaged or noncompliant with this Agreement prior to the scheduled start of a particular campaign, or all such Advertising Materials will be deemed “late.”
3. Branded and Other Custom Campaigns. Custom programs and associated delivery timelines are subject to availability of resources, assets, talent, and locations. Advertiser social posts are subject to final approval by Media Company.
Payment. Payment shall be due in full prior to the commencement of services unless otherwise agreed in writing by Media Company. Further, without limiting any other remedies, Media Company may offset any amounts due Media Company against any amounts due from Media Company to Advertiser (or Agency on its behalf) under any agreement or IO.
Point(s) of Contact. Advertiser must identify an appropriate point of contact with sufficient organizational authority to address any advertising concerns, as well as, that individual’s direct manager or supervisor.
Consumer Complaints. Advertiser will use reasonable efforts to notify Media Company of any consumer complaint that Advertiser receives that in any way relates to Media Company’s advertising of Ad.
Tags & Data. If Advertiser intends to collect data from users of the Site by inserting a pixel, cookie, or other tag (collectively, “Tag”) related to this IO Campaign, Advertiser may only do so with Media Company’s prior written consent. If Advertiser so collects data, Advertiser can use the collected data for internal analysis only. Advertiser cannot use the data for any other reason (e.g., Advertiser cannot share, sell, repurpose, exploit, or retarget the user; Advertiser cannot use the Tag to track or serve other ads to those users). Advertiser must terminate all Tags at the end of this IO Campaign. Any additional Tag(s) related to this IO Campaign (e.g., a Tag on Advertiser’s URL generated by an Ad) must not extend beyond 12 months after the Tag was stored. If Advertiser is accused of breaching this paragraph, Advertiser’s obligations in Section X of the IAB Terms will apply. Regardless of what may be written in the IAB Terms, Media Company may: use data received or collected from or as a result of this advertising relationship for internal media planning; may make such data available through its API to third parties; and may use and share such data for all purposes authorized by its privacy policy.
Termination. Either party may terminate this IO on 48 hours’ prior written notice to the other party. Media Company may terminate this IO, immediately remove Advertiser’s Ad, or suspend its performance if Media Company reasonably believes Advertiser’s Ad presents a potential compliance violation or Advertiser or Agency (whether under this Agreement or otherwise) does not pay any amounts when due. For clarity, Advertiser must pay for any clicks and other Deliverables provided, and any other amounts due under the IO, even if the IO is terminated.
Conflict. This IO’s terms will control if there is a conflict between the IAB Terms and this IO’s terms.
Limit on Liability. IN NO EVENT WILL MEDIA COMPANY BE LIABLE FOR: ANY LOSS OF PROFITS, INCOME, REVENUE, SAVINGS, GOODWILL, OR DATA, OR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES IN ANY ACTION ARISING FROM OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), INTENDED CONDUCT OR OTHERWISE, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL MEDIA COMPANY BE LIABLE FOR DAMAGES HEREUNDER THAT EXCEED THE AMOUNT PAID TO MEDIA COMPANY BY ADVERTISER HEREUNDER FOR THE SERVICES.
Custom Content
1. Article(s). Media Company will write and publish the article(s) or other content based on mutually agreed upon topics (each a “Custom Content”).
  1. Advertiser may provide Media Company with Advertising Materials or other content to be included in the Custom Content (“Advertiser Content”). Additionally, Media Company reserves the right to include additional disclosures or markings with the content to distinguish the editorial perspective of Media Company, such as a disclosure that the content is a paid native advertisement.
    1. For Sponsored Content, Advertiser may only comment on and require revisions to the Custom Content to correct objective factual inaccuracies (e.g., annual fee, rewards benefits). Where required by Media Company to maintain Media Company’s editorial independence, Advertiser may not comment on or suggest revisions to opinions, recommendations, editorial style.
  2. Delays by Advertiser of a required approval, or delivery of Advertising Materials, may result in a rush surcharge or a corresponding delay in the Campaign launch. Media Company will provide Advertiser with notice of delays that will incur an additional charge and secure Advertiser’s approval related to that charge. Media Company reserves the right to delay or shorten a Campaign, if Advertiser fails to approve and/or pay a duly notified rush surcharge
2. Disclosures. Media Company reserves the right to include a marking (e.g., “Advertisement”) or appropriate disclosure on the Custom Content as determined by Media Company for purposes of compliance with applicable law. Advertiser shall be solely responsible for providing any and all additional disclosures or notices that may be specifically required for advertisements of the Advertiser’s goods and/or services (e.g. financial services, health services, dietary supplements, pharmaceuticals, and/or political messaging) (collectively referred to as “Advertiser Provided Disclosures”). As between the parties, Media Company shall have no liability for and shall be held harmless from any claims or allegations that the Advertiser Provided Disclosures violate any applicable laws, rules, or regulations.
3. Publication. Media Company will publish the Custom Content on the Media Company Property identified on the first page of this IO, and Media Company may also publish excerpts of the Custom Content on social media channels and in emails related to the Media Company Properties; and on Network Properties, and social media channels, and in emails related to the Network Properties. Media Company has the right to and may take down the Custom Content during the Campaign: (a) if Media Company reasonably believes that the Custom Content violates applicable law or another legal requirement and the violation cannot be easily corrected; or (b) Advertiser has violated this Agreement.
4. Custom Content Ownership. Media Company owns all right, title, and interest in the Custom Content, except for Advertiser’s intellectual property in Advertising Materials (e.g., Advertiser’s logo or art assets). Advertiser hereby grants to Media Company the right and license to use, copy, or otherwise display such Advertising Materials (including any trademarks, logos, or branding incorporated in such Advertising Materials) as part of the Custom Contents in connection with the Campaign. Nothing in this IO or the Agreement permits Advertiser to use the Custom Content in any manner, such as on Advertiser’s website or social media channels, without prior consent.
5. Advertiser represents and warrants that: (i) Advertiser’s Content is true and accurate, and it does not contain any false, deceptive, fraudulent, or misleading information; (ii) Advertiser has secured all necessary rights and clearances related to Advertiser’s Content, such as all rights and clearances to the images/artwork provided by Advertiser that are included in the Custom Content; (iii) Advertiser’s Content does not violate any third party’s legal rights (e.g., infringe a third party’s intellectual property or privacy rights); (iv) Advertiser’s Content does not violate any applicable laws or other legal requirements; (v) Advertiser has all necessary rights to (e.g., required licenses) and will provide the product, services, and features (e.g., rewards) as discussed in the Custom Content; and (vi) all claims included in Advertiser’s Content were substantiated (e.g., supported by objective research) by Advertiser before Media Company published the Custom Content.
Governing Law. This Agreement^[1] is governed by and must be construed in accordance with New York state laws, without regard to its conflict of laws doctrine. Any dispute arising out of, relating to, or connected with this Agreement will be resolved exclusively in the Federal or State Courts in Manhattan, NY, and the parties hereby consent to such jurisdiction and venue. If a court finds any provision of this Agreement invalid or unenforceable, then it is the parties’ intention that the court enforce: (A) such provision to the maximum extent permissible; and (B) the other remaining provisions of this Agreement. The failure or delay by either party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that provision or any other provision.
Entire Agreement. This IO and the IAB Terms: (A) contains the parties’ complete agreement regarding all the matters detailed in this Agreement; (B) supersedes all other agreements, representations, and understandings (express or implied); and (C) may be amended only by a document signed by Advertiser, and an officer of Media Company. Terms and markings that may accompany the materials (e.g., emails, invoices) Advertiser share with Media Company do not amend this Agreement, will not be a basis for any waiver of rights under this Agreement, and are not enforceable against Media Company, unless the above conditions are satisfied. No rights, duties, or obligations may be read into this Agreement or the relationship of the parties under any theory, such as custom, trade usage, course of dealing, course of performance, or implied contract.

^[1] “Agreement” means this IO and the IAB Terms.