Addendum to the Insertion Order
As of May 19, 2016
Refinery 29 Inc. (“Refinery29” or “Media Company”) and you (“Agency” or “Advertiser”, as appropriate) agree that with respect to each statement of work (a/k/a scope of work, letter of agreement or letter of intent), IO or any other similar document (collectively, “Insertion Order”) including the creation or production of video, custom content or experiential /sponsorship program, agreed to by Refinery29 and you, is governed by the IAB/AAAA Standard Terms and Conditions for Internet Advertising for Media Buys One Year or Less, version 3.0 (“IAB Terms”), except that the following changes will apply:
Custom Content Usage
Agency and Advertiser will have the limited right to distribute, stream, display, and exploit (on a non-permanent basis in all cases) the custom content produced under an IO for the term of the flight of the IO (or, if there is no such term in the IO, 12 months from the first publication of any Ad Campaign material of the IO), via embed codes provided by Refinery29, on Refinery29’s U.S. website, Refinery29-branded U.S. social media channels, Advertiser’s U.S. owned and operated websites and Advertiser-branded U.S. social media channels and solely as described herein. Agency and Advertiser will provide attribution or link back to Refinery29 in all cases. Further, Refinery29 may issue a takedown notice (via email) on any content for legal reasons in its reasonable sole discretion, and Agency and Advertiser will honor such takedown notice within two (2) business days following receipt thereof. No Insertion Order gives rise to any implied license. All rights, title and interest in and to the content created herein, excluding intellectual property provided by Agency or Advertiser, and any goodwill associated therewith will inure solely to the benefit of Refinery29. Unless otherwise expressly agreed upon in writing (electronic mail will suffice) by Refinery29, no custom content shall be distributed by Agency or Advertiser through any media other than the Internet, including broadcast television and/or cable television, motion picture, home video, DVD.
Custom Content Cancellation
All custom content fees (including any sponsorship program fees) may not be cancelled by the Advertiser or Agency if Refinery29 has commenced development of the custom content or committed to the program being sponsored. In addition, Advertiser will be responsible for any agreed upon minimum purchase commitments regardless of any cancellation of the program by Advertiser or Agency.
Round of Review
Refinery29 will provide to Agency and Advertiser up to three (3) rounds of review and comment of the custom content, depending on the type of custom content and live date of the content. Agency and Advertiser will provide their combined feedback and comments within the reasonable time frame requested by Refinery29. Failure to timely respond may result in delays and possibly Overages.
Payment of Experiential
If an IO includes any experiential element (such as an event), the fees associated with any such experiential elements is payable 50% upon signature of the applicable IO and 50% upon completion of the associated experiential element.
If the scope of the work set forth in an IO changes including additional custom deliverables, more extensive distribution rights, delay in Agency or Advertiser providing its approval, and requests for additional talent beyond what was originally contemplated, then Agency and Advertiser will be responsible for any additional costs and fees (“Overages”). All Overages must be pre-approved in writing by Agency or Advertiser (via email will be sufficient).
Based on the industry-accepted definition, “Viewability” means 50% of pixel viewed for at least one (1) continuous second for display banners and for at least two (2) continuous seconds for video, as reported by MOAT or such other party designated by Refinery29. Refinery29 initially agrees to use MOAT as Viewability vendor. If the parties choose another Viewability vendor other than MOAT, the parties agree to (a) commit to providing, or giving Refinery29 access to, measurability rates broken out by placement on a weekly basis and Refinery29 agrees to provide Advertiser weekly reporting comparable to MOAT reporting at no additional cost; and (b) the Viewability rates must be within 10% of the MOAT’s rates (if the discrepancies between the MOAT’s rates and the rates of the other Viewability vendor, the parties agree to use MOAT’s Viewability rates). The following products are excluded from Viewability: sponsorships, takeovers, roadblocks of any kind, native placements, logos, added value placements, video companion ads, email/newsletters and social media placements. Takeovers are excluded from any Viewability guarantee.
No Further Changes
All capitalized terms not defined herein shall have the same meaning given them in the IAB Terms. The IAB Terms (including this Addendum and IOs) are governed by the laws of the state of New York and any claims, legal proceedings, or litigation arising in connection with these IAB Terms (including this Addendum and IOs) will be brought solely in New York, New York, and the parties consent to the jurisdiction of such courts. The order of preference in the event of conflicting terms will be: this Addendum, the statement of work (a/k/a letter of agreement or letter of intent), any IO and finally IAB Terms.