Advertiser IO Agreement

ADVERTISER IO AGREEMENT

This Insertion Order Agreement (the "Agreement") is entered into as of by and between Advertiser Name: located at (\"Advertiser\") and Publisher Name: located at (\"Publisher\").

RECITALS

WHEREAS, Advertiser desires to purchase advertising inventory and related services from Publisher for the campaign identified herein; and

WHEREAS, Publisher has represented that it can provide the advertising placements, delivery mechanisms, and reporting described in this Agreement under the terms set forth below; and

WHEREAS, Advertiser and Publisher wish to set forth the parties' agreement with respect to the insertion order detailed in the sections that follow.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. DEFINITIONS

1.1 "Campaign" means the advertising program described in this Order, including creative, targeting, delivery metrics and reporting requirements. Campaign Name: .

1.2 "Completion" means when the agreed number of impressions, clicks, conversions or time period set forth in this Order has been delivered and accepted pursuant to Section 4.

2. INSERTION ORDER DETAILS

IO Number:    Start Date:    End Date:

Standard Display Video Native Other:

Primary KPI:    Goal Quantity:

3. RATES, FEES AND PAYMENT

3.1 Advertiser agrees to pay Publisher a total Campaign Fee of $ based on the pricing model: .

3.2 Payment Terms: Publisher will invoice Advertiser upon delivery of the agreed milestones or monthly in arrears. Invoices are due within days of receipt. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum permitted by law.

4. DELIVERY, ACCEPTANCE AND REPORTING

4.1 Publisher will use commercially reasonable efforts to deliver Campaigns in accordance with the Delivery Metrics set forth above. Delivery dates are estimates and Publisher shall not be liable for delays caused by events outside Publisher's reasonable control.

4.2 Advertiser shall have business days after receipt of final delivery reports to notify Publisher of any material discrepancies in reported delivery. If Advertiser does not provide timely notice, delivery shall be deemed accepted.

5. CANCELLATION AND TERMINATION

5.1 Either party may terminate this Agreement for material breach if such breach remains uncured for thirty (30) days after written notice. Termination shall not relieve Advertiser of its obligation to pay for Campaigns performed and costs incurred prior to termination.

5.2 If Advertiser elects to cancel the Campaign without cause prior to Completion, Advertiser shall be responsible for all non‑cancelable third-party costs incurred by Publisher and a pro rata portion of the Campaign Fee earned through the date of cancellation.

6. INTELLECTUAL PROPERTY

6.1 Advertiser represents and warrants that it owns or has the necessary rights to all creative, trademarks, and materials provided to Publisher for use in the Campaign. Advertiser grants Publisher a limited, non-exclusive, royalty‑free license to use, copy and display such materials solely for the purpose of performing this Agreement.

6.2 Publisher shall remove or disable any creative reported by Advertiser to infringe third‑party rights and shall promptly notify Advertiser of any such claim.

7. REPRESENTATIONS, WARRANTIES AND COVENANTS

7.1 Each party represents that it has the authority to enter this Agreement and perform its obligations hereunder. Each party warrants that its performance will comply with applicable laws and industry regulations.

8. CONFIDENTIALITY

8.1 Each party agrees that Confidential Information disclosed by the other party shall be held in confidence and used only for performance of this Agreement. Confidential Information does not include information that is publicly available through no fault of the recipient or independently developed without use of the disclosing party's Confidential Information.

9. DATA, PRIVACY AND AUDIT RIGHTS

9.1 Publisher will process any personal data provided by Advertiser only as instructed by Advertiser and in compliance with applicable data protection laws. Advertiser shall obtain any required consents for use of personal data in connection with the Campaign.

9.2 Advertiser may audit Publisher's delivery records upon reasonable prior notice and during normal business hours no more than once per calendar year, provided that such audit does not unreasonably interfere with Publisher's business operations.

10. INDEMNIFICATION; LIMITATION OF LIABILITY

10.1 Each party shall indemnify, defend and hold harmless the other party from any claims, liabilities, losses or expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of its representations, warranties or obligations under this Agreement.

10.2 EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY FOR DIRECT DAMAGES ARISING UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT PAID OR PAYABLE BY ADVERTISER TO PUBLISHER UNDER THE APPLICABLE IO.

11. NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses below or to such other address as either party designates in writing.

12. AMENDMENTS, WAIVER AND COUNTERPARTS

12.1 No amendment to this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. Failure or delay to enforce any provision shall not constitute a waiver of that provision.

12.2 This Agreement may be executed in counterparts, each of which when executed and delivered shall be an original, but all of which together shall constitute one and the same instrument. Signatures transmitted by electronic image shall be treated as originals for all purposes.

13. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

13.1 This Agreement shall be governed by and construed in accordance with the laws of the state identified for governing law: without regard to its conflicts of law principles.

13.2 If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. This Agreement, together with any attachments or schedules and the applicable IO, constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior communications and agreements.

14. ADDITIONAL CONTACTS

SCHEDULE A — ADDITIONAL TERMS

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