TERMS & CONDITIONS

Terms and Conditions

The following terms and conditions govern the advertising services performed or to be performed by AUDIENCEX (“aX”) for (“Advertiser”) and as described on any aX insertion order that references these Terms and Conditions and any subsequent orders, all of which are hereby incorporated (collectively, “Insertion Order”), and supersede any prior agreements or conflicting terms or conditions contained in, or provided with, the Insertion Order. These terms and conditions, together with the Insertion Order, are referred to herein as the “Agreement”.

Content

Advertiser will provide aX with the content of all logos, graphic files, links, or other advertising material (“Content”) to be displayed, distributed, or used. Advertiser may change the Content by providing aX new content, and aX will immediately implement all such requested changes within 48 business hours of receipt. aX shall not, without Advertiser’s prior written instruction or consent, (i) alter or modify the Content (ii) create, publish, distribute or permit any written material (other than the Content) that makes reference to Advertiser, or (iii) make any representations, warranties or other statements concerning Advertiser, Advertiser’s products, services, website, website policies, or the Content. Each party will notify the other immediately upon discovery of any malfunctioning of the Content or links to Advertiser’s website.

Compensation for Advertising Services

aX agrees to provide the services described below in the Insertion Order (“Services”), and Advertiser agrees to pay the advertising fees listed on the Insertion Order. Payment terms are Net Thirty (30) Days unless other payment arrangements are mutually agreed upon in the insertion order. Campaign will begin upon the day and time specified in the Insertion Order. The remedy for any failure to deliver advertising impressions is a make‐good that is mutually agreed upon between aX and the Advertiser.

Ad Serving

The ads will be served, monitored, and delivery validated by the aX ad delivery platform and system, managed by the aX. Ad delivery data, provided by the aX ad delivery system, will be considered the accurate number of impressions served by both aX and Advertiser.

Compliance with Law

Each party shall comply with all federal and state laws and regulations and obtain and maintain all licenses and registrations applicable to its business, the operation of its website, and any advertising or promotional activities. aX warrants that in providing the Services, it will comply with all applicable telemarketing, anti‐Spam, privacy and do‐not‐call laws and requirements. Each party represents and warrants that its website will not contain any lewd, obscene, pornographic, hateful, violent, defamatory, or libelous content, will not violate any laws regarding unfair competition, anti‐discrimination, or false advertising, and will not contain viruses, Trojan horses, worms, time bombs, or other similar harmful programming routines. aX follows all Internet Advertising Guidelines and Best Practices – found at iab.net

Default/Termination

In case of default on the performance of any obligation imposed under this Agreement where the default remains uncured by the defaulting Party for ten (10) days after the non‐defaulting Party provides written notice of default, the non-defaulting Party shall have the right to terminate this Agreement. Termination or pause of campaign must be down in writing with 48-business hour notice.

a. At any time prior to the serving of the first impression of the IO, Advertiser may cancel the IO with 14 days prior written notice, without penalty. If Advertiser cancels the IO with less than 14 days before the start of the first ad serving, Advertiser is responsible for payment for the number of days remaining before the IO start date. For clarity and by way of example, if Advertiser cancels the IO 10 days prior to the serving of the first impression, Advertiser will be responsible for payment terms for 10 days.

b. Upon the serving of the first impression of the IO, Advertiser may cancel the IO for any reason, without penalty, by providing Media Company written notice of cancellation which will be effective 14 days after providing Media Company with such written notice. After the first 30 days of media activity Advertiser may cancel or pause the IO in writing with 48-business hours notice.

c. If Advertiser has received value-added creative services this amount will be due back to Media Company in any instance where cancellation results in a lower spend total than the minimum required of $5,000 per month over three months or $15,000 in total spend. This amount, calculated as 3% of total spend up to $15,000, will either be refunded by Advertiser to Media Company within 30 days of written notice to cancel or deducted from any unspent amount from current IO. 

d. In case of default on the performance of any obligation imposed under this Agreement where the default remains uncured by the defaulting Party for ten (10) days after the non-defaulting Party provides written notice of default, the non-defaulting Party shall have the right to terminate this Agreement. Termination or pause of campaign must be down in writing with 48-business hours notice.

First Party Data

First party data is only used on the advertiser’s campaign(s).  First party data is not used as part of any third party campaign, nor disclosed to any third party in any manner.

Rocket Fuel collects “campaign data” via website installed pixels to record activities related to advertisements including technical information such as IP addresses, browser type, etc. Rocket Fuel’s contract with AUDIENCEX expressly defines CampaignData and allows us to use Campaign Data on an aggregated basis in our models. Rocket Fuel does not create segments, resell or disclose Campaign Data to any third party.

Best Efforts / No Warranty

aX and the Advertiser agree to use their best efforts to fulfill or meet all conditions and contingencies of this contract. aX and the Advertiser further agree to meet all of their performance obligations imposed under the terms of this contract.

License

Advertiser grants aX a revocable, non‐exclusive, non‐transferable worldwide license to use, reproduce, and transmit, during the term of the Insertion Order, its names, logos, trademarks, service marks, trade dress, copyrights, and proprietary technology whether currently used or which may be developed or used by it in the future (“Marks”) solely for the purpose of displaying the Content. Advertiser owns and shall retain all right, title, and interest in its Marks.