Insertion Order Terms and Conditions

Publication Date: November 13, 2020

Governing Terms.

All Insertion Orders (“IO”) between Playwire, LLC (“Playwire”) and its advertiser (“Advertisers”) are governed by the AAAA/IAB STANDARD TERMS AND CONDITIONS FOR INTERNET ADVERTISING FOR MEDIA BUYS ONE YEAR OR LESS VERSION 3.0 (the “IAB Terms and Conditions”) as amended and expanded by these Terms and Conditions. Notwithstanding the foregoing, any specific references in an IO supersede the IAB Terms and Conditions and these Terms and Conditions.

Invoices.

The following language is added to Section III.b of the IAB Terms and Conditions:

Advertiser’s payment is due thirty (30) days from the date of an invoice (the “Due Date’). In the event that payment has not been received by the Due Date, then Advertiser agrees to pay Playwire’s costs of collection including, but not limited to, attorney’s fees and expenses, court costs, and penalties, as well as interest at the rate of one and one-half percent (1.5%) per month or the maximum rate permitted by law, whichever is less, from the Due Date.

If Advertiser fail to pay any amount to Playwire by the Due Date, Playwire shall be entitled, in its sole and absolute discretion and without prejudice to any other rights which it may have in law, forthwith cancel the IO or suspend performance of its obligations without notice.

Any disputes to any invoice must be raised by Advertiser during this 30-day period or the invoice will be deemed to be correct in all aspects and Advertiser shall lose any rights to protest the invoice.

Advertising Materials.

Except as provided in the IO, Advertiser is solely responsible for creating and delivering to Playwire all advertising materials to be displayed on a Publisher’s websites. Advertiser shall provide all advertising materials (the “Materials”) in accordance with Playwire’s deadlines, policies, and specifications in effect from time to time (the “Specifications”) which are hereby incorporated by reference into this Agreement. Playwire will not issue any credits or provide any alternative Campaign options as a result of any problems with the Materials or any other errors made by Advertiser.

Playwire Approval Right.

Playwire may, in its sole and absolute discretion, reject or cancel any Materials, Ads, or any portion thereof prior to the launch of a campaign as set forth in the IO.

Creative Work

If Playwire performs any work on deliverables, Materials, or advertisements, as defined in the IO, then Advertiser will be responsible for payment in full for this work, even if Advertiser timely cancels an IO or campaign as permitted in the IO.

Correction of Advertising Materials.

Advertiser agrees to pay Playwire for its work in correcting errors in Materials on a time and materials basis in accordance with Playwire’s rate card. Playwire will not be required under any circumstances to make more than two (2) rounds of revisions. Advertiser must pay Playwire for this work even if Advertiser timely cancels an IO or campaign as permitted in the IO.

Representations; Indemnification.

Advertiser represents and warrants that it holds all necessary rights to permit Playwire use and display of the Materials and advertisements in accordance with the IO. Advertiser further represents and warrants that the Materials and advertising content provided to Playwire will not contain any “Prohibited Content” which is defined as follows:

(a) Content that is dangerous, cruel, fraudulent, inappropriate, indecent, lewd, pornographic, obscene, hateful, tortious, defamatory, slanderous or libelous;

(b) Content that promotes the taking up of arms against any person, government or entity or otherwise challenge or seek to overthrow any government; promotes bigotry, racism, hatred or harm against any group or individual or promotes discrimination based on race, gender, ethnicity, religion, nationality, disability, sexual orientation, citizenship, ancestry, marital status, or age;

(c) Content that Playwire’s sole and reasonable discretion, could be harmful to Playwire’s business reputation or the business reputation of Playwire’s, clients, advertisers or partners;

(d) Content that promotes the excessive use of alcohol, tobacco, or illegal substances, violence, profanity, expletives, or inappropriate language;

(e) Content that offers or disseminates fraudulent goods, services, schemes, or promotions, including any make-money-fast or pyramid schemes;

(f) Content that promotes illegal activity such as copyright infringement (including all file hosting sites), racism, hate, mail fraud, spam, pyramid schemes, or other advice not permitted under applicable law; or

(g) Content that is unlawful, in violation of or contrary to the laws or regulations in any jurisdiction where Content is created or otherwise promotes any unlawful, illegal, unsafe, dangerous or reckless behavior.

In addition to those indemnification obligations otherwise set forth in the IAB Terms, Advertiser agrees to indemnify, defend, and hold harmless Playwire and its employees, agents, and affiliates against any and all expenses, costs, losses, and liability (including reasonable attorneys’ fees) incurred in connection with any third party claims or administrative or criminal investigations or proceedings arising out of or related to (i) any breach of Advertiser’s representations, warranties, or covenants hereunder, (ii) the publication of any advertisement as contemplated hereunder, and/or (iii) any material, product, or service to which consumers can link through any Materials and advertisements.

Disclaimer of Warranties.

NOTWITHSTANDING ANYTHING TO THE CONTRARY, ALL PLAYWIRE PRODUCTS AND SERVICES PROVIDED “AS IS” AND WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. PLAYWIRE EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT, AND ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. NOTWITHSTANDING ANYTHING TO THE CONTRARY, PLAYWIRE MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE ACTUAL NUMBER OF VIEWABLE IMPRESSIONS THAT WILL BE DELIVERED OR THE LEVEL OF CONSUMER USAGE OF ANY ADVERTISEMENT.

Third Party Work.

Playwire will not enter into contract or subcontract with a third-party provider unless Playwire receives prior written authorization from Advertiser in the IO or in any other document acceptable to Playwire in its sole and absolute discretion.

Rates.

Any Playwire rates and/or requests for proposals (“RFPs”) are valid for ninety (90) days from the date of issuance.

Cancellations.

Advertiser must provide at least forty-five (45) days prior written notice to Playwire prior to the launch date of any Campaign in order to cancel any Campaign set forth in the IO. Failure to provide timely notice shall result in Advertiser being fully liable to all of Playwire’s fees, costs and expenses under the Campaign. The Advertiser understands and agrees that Playwire’s rates, fees and expenses are calculated using this forty-five (45) day period.

Commissions.

If any deliverables or advertisement are subject to a third-party commission, then the Advertiser will pay such commissions whether or not the deliverables or advertisement are actually used.

Takeovers and Custom Units.

If Advertiser delays in providing the Materials to Playwire or if the Materials are not completed on time, then the Advertiser will still be responsible in full for the costs and fees for any page takeovers or custom units.

Reports and Data.

To generate a report, Advertiser must allow Playwire to use first party numbers. Unless specifically set forth otherwise in the IO, multiple reports will be provided on a monthly basis. Reports created under the IO will use data and calculations provided by Google Ad Manager (not DFP for Publishers), SpotX or MOAT (“Playwire’s Vendors”) depending on booking and inventory. Playwire reserves the right to add or remove Playwire Vendors. Both Playwire and Playwire’s Vendors create data. In addition, custom campaigns may have specialized data and reporting as set forth in the IO for that campaign. Playwire will have sole and exclusive ownership of all such data created under the IO. Playwire reserves the right to sell Advertiser data but will inform the Advertiser prior to selling such data.

Governing Law and Venue.

The blank spaces in Section XIV(d) of the IAB Terms and Conditions shall be read as “Florida” and “the federal and state courts located in Palm Beach County, Florida,” respectively.

Limitations on Liability.

IN THE EVENT PLAYWIRE FAILS TO DELIVER ANY ADVERTISING SERVICES IN ACCORDANCE WITH AN IO IN ANY RESPECT, PLAYWIRE’S SOLE LIABILITY TO ADVERTISER, AND ADVERTISER’S SOLE REMEDY, SHALL BE LIMITED TO, AT PLAYWIRE DISCRETION, EITHER: (A) A REFUND OF ANY AMOUNTS PREPAID FOR SUCH SERVICES (OR AN ABATEMENT OF ANY AMOUNTS THAT WOULD OTHERWISE BECOME DUE FOR SUCH SERVICES), (B) EXTENSION OF THE RELEVANT TERM UNTIL SUCH SERVICES ARE PROPERLY DELIVERED, OR (C) DELIVERY OF OTHER SIMILAR ADVERTISING SERVICES. IN NO EVENT SHALL PLAYWIRE BE RESPONSIBLE FOR ANY INDIRECT, INCIDENTIAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST REVENUE OR PROFITS, IN ANY WAY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE PUBLICATION OF ANY ADVERTISEMENT, EVEN IF PLAYWIRE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE FOREGOING, PLAYWIRE MAXIMUM LIABILITY IN CONNECTION WITH THIS AGREEMENT AND/OR IN CONNECTION WITH THE PUBLICATION OF ANY ADVERTISEMENT SHALL NOT EXCEED THE TOTAL AMOUNT THAT HAS BEEN PAID BY ADVERTISER UNDER THIS AGREEMENT. THE FOREGOING LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

Interpretations.

In the event of any inconsistency between the IAB Terms and Conditions, the corresponding Insertion Order and the Addendum, the superiority of governing terms and conditions are: first, the IO; second, the Addendum; and third, the IAB Terms and Conditions.

Playwire may change these Terms and Conditions from time to time in its sole and absolute discretion.