This document contains the agreement between Advertiser and Media Intercept ("Agreement") for the delivery of performance-based marketing placements according to Info and Pricing listed above (“Media Intercept”). In addition to any Terms and Conditions contained in this Insertion Order ("IO"), the IO will be governed by Version 3.0 of the Interactive Advertising Bureau / American Association of Advertising Agencies Standard Terms and Conditions for Internet Advertising for Media Buys One Year or Less ("IAB Guidelines"). Advertiser may not transfer or assign any of its rights under this Agreement. This Agreement may be modified only by a written document signed by both parties.

 

Representations and Warranties/Indemnity

Advertiser represents and warrants that: (a) it has full power and authority to enter into this Agreement and perform its obligations hereunder; (b) it owns (or has the right to use) all content, including all trademarks and copyrighted material, provided to Media Intercept or otherwise used by Advertiser pursuant to this Agreement; (c) the Advertising and any other content published or displayed pursuant to this Agreement will not violate or infringe any law, rule, regulation or right of any third party; (d) it will fulfill all representations and commitments made in any Advertising; and, (e) it will act at all times in accordance with all applicable laws, rules and regulations. Advertiser shall indemnify, defend and hold harmless Media Intercept, its affiliated companies, and each of their officers, directors, shareholders, employees, representatives and contractors, from every claim, liability, expense or injury related to any allegation regarding: the breach of any representation or warranty made, or failure to perform any obligation undertaken, by Advertiser pursuant to this Agreement; Advertiser's person, property or assets; the content of, or representations made in, any Advertising or on Advertiser's Website; and, any other content, material or information provided, created or used by Advertiser. Media Intercept will have the right to control the defense of any claim involving Media Intercept. Media Intercept shall indemnify, defend and hold harmless Advertiser, its affiliated companies, and each of their officers, directors, shareholders, employees, representatives and contractors, from every claim, liability, expense or injury related to any allegation regarding: the breach of any representation or warranty made, or failure to perform any obligation undertaken, by Media Intercept pursuant to this Agreement; Media Intercept's person, property or assets; the content of, or representations made in, any Advertising or on Media Intercept's Website; and, any other content, material or information provided, created or used by Media Intercept. Advertiser will have the right to control the defense of any claim involving Advertiser.

 

Limitation of Liability

Excluding Media Intercept’s and Advertiser’s respective obligations under Section X of the IAB Guidelines, damages that result from a breach of Section XII of the IAB Guidelines, or intentional misconduct by Media Intercept or Advertiser, In no event shall either Party be liable to the other Party for any indirect, incidental, consequential, special or exemplary damages, including lost profits, even if such damages are foreseeable and regardless of whether such Party has been advised of the possibility of such damages. Media Intercept expressly disclaims all warranties regarding Media Intercept services or any portion thereof, including any implied warranty of merchantability or fitness for a particular purpose, any implied warranties arising from course of dealing or course of performance, and any warranty regarding (a) the number of persons who will access the advertisement; (b) any benefit Advertiser might obtain from any advertising; and (c) the speed, accessibility, operation or functionality of any advertising to be displayed.

 

Delivery and Termination

Media Intercept reserves the right to count clicks from all existing Media Intercept campaigns as part of delivery total.

 

Clicks are counted when the Media Intercept redirect tracker is clicked and the redirect page loads prior to loading the Advertiser’s landing page. In the event the redirect page does not send a user to the Advertiser’s landing page due to an error by Media Intercept, the Advertiser will not be charged for those clicks.

 

Editorial and Email placements are not ad served and delivery cannot be predicted for each placement. As with other ad platforms, Media Intercept reserves the right to charge for up to 10% over the contracted budget amount if an editorial or email placement delivers more clicks than the contracted amount.

 

Advertiser must provide analytics reports as requested in the on boarding phase to ensure proactive discrepancy monitoring can be performed by Media Intercept. In the event a discrepancy is found, Media Intercept will initiate a discrepancy review and provide results within 3 business days of alert. If analytics reports are not provided, Media Intercept will be unable to identify discrepancies.

In some cases, a Media Intercept article can go “viral”, meaning the article is distributed through outlets such as Google News, Apple News, MSN, or Yahoo, and delivers clicks beyond the scope of the budget. If article virality occurs, delivery up to 10% over the contracted budget amount will be charged the Contracted Editorial CPC and anything above 10% over the contracted budget amount will be charged a $1.50 CPC.

If Advertiser refuses to pay for over-delivery due to virality, the campaign will be immediately shut off, the article taken down and access to future opportunities denied. In the event a placement generates a click amount above the contracted budget and the advertiser is requesting relief from the Virality clause due to ROI performance, the advertiser must provide conversion or sales reports that substantiate their claim. If these reports are not provided, Media Intercept will be unable to provide any relief to aforementioned IO terms.

 

Advertiser may cancel for any reason upon five (5) business days written notice from Advertiser to Media Intercept. The Advertiser will be responsible for, and hereby agrees to pay for, orders canceled if the required time of notice is not provided.

 

Media Intercept reserves the right to approve all of the content of each advertisement as well as the option to reject or cancel any advertisement, IO, URL Link, space reservation or position commitment, at any time, for any reason whatsoever, even if the advertising has been previously published by Media Intercept. Media Intercept reserves the right to place Advertiser within Publishers where they see fit except within publishers included in an Advertiser’s Publisher Sub Category blacklist. Media Intercept will make all efforts to place Advertiser within Publishers that have the highest potential for conversion performance but does not guarantee any publisher will deliver expected conversion results.

 

Advertiser agrees they will follow the Campaign Timeline set forth within the Kickoff Call deck and that any deviation from the Campaign Timeline will delay campaign launch. Media Intercept reserves the right to change the Campaign Timeline at any time for any reason with notice to the Advertiser.

 

Media Intercept may terminate this Agreement immediately if Advertiser fails to make any payment required herein, or if Advertiser breaches any other portion of this Agreement. Upon termination, all amounts due under this Agreement shall immediately become due and payable.

 

Creative Development & Fees

Content strategy, content type, and content plan will be presented to the advertiser before work on any creative is begun. Advertiser and Media Intercept will approve the strategy, types, and plan in writing to launch the development process. Advertiser accepts that this approval is binding and that advertiser may be subject to additional fees if deviation from this approved strategy is requested.

All sponsored editorial articles developed as part of this campaign include two (2) revision requests per article. Revisions and rewrites are defined as:

 

Revisions are defined as when the client is satisfied with the article overall but wants edits to factual information and grammar/spelling. This applies only to information provided upfront in the content brief and approved in the content strategy. Revisions will not be edited again. For new ideas, new details, or updates to the original information, a rewrite is required.

 

Rewrites are defined as when the client is dissatisfied with the article overall and wants most or all of it redone OR when a client’s requests reflect information not provided upfront in the content brief or approved in the content strategies.

 

All rewrite requests of a standard editorial or email copy template will incur a $100 fee. All rewrite requests of a review editorial (sample was sent to the writer to experience and review) will incur a $150 fee per article. If an article is approved and changes are requested after the article is posted, a $1,000 change fee will be charged per request per article. If the rewrite is because a major error was made on the part of Media Intercept or one of its freelancers, the Advertiser will not have to pay a fee.

Requests that fall within the definition of Rewrite will be subject to the below fee schedule once strategy/type/plan approvals are received: 

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Content Types:

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Standard Editorial

$100

Email Copy Template

$100

Review Editorial

$150

Live Editorial

$1,000

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Reporting and Analytics

Media Intercept will provide Advertiser with access to a web-based dashboard or spreadsheet for Media Intercept campaign reporting ("Reporting"). Advertiser will provide Media Intercept read access to Advertiser reporting platform ("Reporting Access"), through (a) Google Analytics; or (b) any other commercially viable third party reporting tool used by Advertiser.

 

Invoice and Payment Terms

Advertiser will pay for campaign delivery according to the pricing terms above unless otherwise agreed upon by both parties in writing. Media Intercept will invoice Advertiser within thirty (30) business days following the month of delivery. Invoices will be billed according to Media Intercept reporting, allowing up to a ten percent (10%) discrepancy rate, per the IAB Guidelines. Advertiser will pay Media Intercept within thirty (30) days of invoice receipt ("Due Date"), except in cases where Advertiser: (a) notices a discrepancy between Advertiser and Media Intercept reporting greater than the allowable 10% according to IAB Guidelines; and (b) brings a notice of dispute to Media Intercept in writing via email within three (3) business days of invoice receipt; and (c) provides adequate and acceptable proof of discrepancy through Reporting Access or otherwise ("Dispute"). Media Intercept agrees to provide Advertiser with a notice of reminder of the Dispute deadline and invoice Due Date on or about the third (3rd) business day after the invoice date. In the event of a Dispute, Advertiser and Media Intercept will mutually agree on a new invoice amount and a new Due Date will apply. Unpaid amounts after the Due Date will incur an interest rate penalty at the lower of the rate allowed by applicable law or one and one-half percent (0.05%) per month.

 

If the advertiser finds a discrepancy on a monthly invoice, the advertiser has three business days to alert Media Intercept of this discrepancy. The advertiser must provide all required reporting for Media Intercept to investigate said discrepancy. If Advertiser fails to provide all required information within three business days of alert, the discrepancy will be considered closed.

 

Force Majeure

Except for payment obligations, neither party shall be deemed in default of this Agreement, nor shall it hold the other party responsible for, any cessation, interruption or delay in the performance of its obligations hereunder due to earthquake, flood, fire, storm, natural disaster, act of God, war, armed conflict, labor strike, lockout, or boycott, provided that the Party relying upon this section (i) shall have given the other Party prompt written notice thereof and, in any event, within five (5) days of discovery thereof and (ii) shall take all steps reasonably necessary under the circumstances to mitigate the effects of the force majeure event upon which such notice is based; provided further, that in the event a force majeure event described in this section extends for a period in excess of thirty (30) days in the aggregate, either Party may immediately terminate this Agreement.

 

Non-Compete

Advertiser will not engage in advertising partnerships with any of Media Intercept’s publisher partners collaborating in the campaign for 365 days after campaign end date. Advertising Partnerships are defined as, but not limited to, partnerships, campaigns, or proposals, CPC advertorial campaigns and sponsored posts directly published on publisher’s CMS. CPA or affiliate marketing campaigns contracted either directly with the publisher or through a third party are not subject to this non-compete.

 

Amendments:

 

In the event of any conflict between the provisions of the below Amendment(s) and the Terms and Conditions above, the Amendment provisions shall take precedence. Notwithstanding the foregoing, all other Terms and Conditions remain in full effect.