Each Insertion Order signed by the Advertiser (or Advertiser’s Agency) and Powers Interactive Digital LLC (“Media Company”) (together with these Terms, the “Order”) shall be governed by the IAB/AAAA Standard Terms and Conditions for Interactive Advertising for Media Buys One Year or Less (v3.0) (see https://www.iab.com/guidelines/standard-terms-conditions-internet-advertising-media-buys-one-year-less/ (the “IAB Terms“), except as otherwise set forth in these Terms. In addition, each party agrees to comply with all applicable laws, rules and regulations (“Laws”) in connection with its performance hereunder, including without limitation Laws relating to data privacy and security and Laws relating to political advertising. In the event of any conflict between these Terms and the IAB Terms, these Terms shall control. References herein to “Advertiser” shall include any applicable Agency, except where expressly indicated otherwise, and for purposes of the IAB Terms, if there is no Agency, references to Agency shall mean Advertiser. Payment against the Order and/or acceptance of services thereunder shall be deemed acceptance of these Terms by Advertiser and Agency.
1. Agency and Advertiser Obligations. If the Order is executed by Agency on behalf of
Advertiser, Agency represents and warrants it is authorized to execute the Order and provide
all Ads as contemplated thereunder. Advertiser and Agency are jointly and severally liable for all obligations and liabilities owed to Media Company (and any applicable ad serving partner). Agency’s payment obligations to Media Company are not contingent on receipt of payment from Advertiser, and any payment by Advertiser to Agency does not constitute payment to Media Company and does not excuse Advertiser’s obligations to pay amounts due Media Company for services under the Order
2. Cancellation and Pausing of Campaigns. Any minimum media spend or non-cancellable media buy identified as part of any Order shall be payable notwithstanding any cancellation or pausing of the campaign. Media Company agrees to process any cancellation or pause requests as promptly as reasonably feasible, subject to the notice requirements imposed by Media Company’s applicable ad serving partners. Media Company may terminate any Order or reject, cancel, or suspend any Ad at any time, for any reason. Upon such termination or cancellation, all outstanding amounts owed to Media Company thereunder and not yet paid shall become immediately due and payable.
3. Billing and Payment. Payments due under any Order shall be due and payable in advance prior to campaign launch, unless expressly stated otherwise in the Order or as expressly agreed otherwise by Media Company in writing. If Media Company fails to receive full and timely payment, or if Media Company reasonably determines Advertiser’s credit is or is likely to become impaired, Media Company, in its sole discretion, may cancel the Order or the provision of specific services thereunder. Advertiser will be responsible for all reasonable expenses (including reasonable attorney’s fees) incurred by Media Company in collecting any overdue payment.
4. Ads and Advertiser Materials. All Ads and Advertiser Materials (defined below) will be subject to acceptance by Media Company, but as between Media Company and Advertiser, Advertiser remains solely responsible for all Ads and Advertiser Materials supplied or approved by it or that comply with its specifications or directions.
Advertiser hereby grants to Media Company and each of its ad serving partners a worldwide, non-exclusive, limited, sublicensable right to (a) distribute, reproduce, copy, reformat, digitize, cut, adapt, compress, transcode, display, store, perform and technologically manipulate any advertising content provided by or on behalf of Advertiser ("Ads"), in each case as reasonably necessary to distribute the Ads consistent with the Order and/or to comply with any applicable Laws, or industry self-regulatory guidelines and (b) use (and permit others to use) any other materials, data or lists provided by or on behalf of Advertiser (“Advertiser Materials“) as reasonably necessary for Media Company (and its ad serving partners) to perform any services requested by Advertiser.
Advertiser represents and warrants that (i) it owns or otherwise has all necessary rights to provide the Ads and Advertiser Materials to Media Company (and its ad serving partners) for the purpose of providing advertising services requested by Advertiser, (ii) the Ads and Advertiser Material, and the use thereof by Media Company and its ad serving partners to provide such requested services, comply with all applicable Laws and do not violate the rights of any third party, including, without limitation, any copyright, patent, trademark, trade secret or other intellectual property, privacy, or proprietary right, (iii) all data submitted to Media Company (and any of its ad serving partners) has been collected, maintained, compiled and provided in accordance with all applicable privacy policies and Laws, includes solely mutually agreed data for U.S. households, and to the extent the provision of such data constitutes a Sale of Consumer Personal Information (or other similar terms) under the any applicable state privacy Law, each such Consumer has received explicit notice of such Sale and the opportunity to exercise the right to opt-out in accordance with such state Laws.
All Ads must comply with Media Company’s advertising guidelines and specifications, including applicable ad content restrictions and formatting requirements, and with any guidelines, rules and requirements imposed by its ad serving partners. Media Company reserves the right to accept or reject any Ad or Advertiser Material in its sole discretion, and any such acceptance shall not impact Advertiser’s warranties hereunder or serve as a waiver of Media Company’s right to subsequently reject such Ad or Advertiser Material.
5. Political Advertising. Advertiser acknowledges that: (a) political Ads (including Ads for or against a candidate for public office, a ballot measure or other election issue) may be subject to disclosure Laws, public posting and/or other legal requirements; (b) as a political advertiser, it may be subject to filing and other requirements; and (c) Media Company and its ad serving partners may have disclosure and other obligations relating to Ads run, or other services provided, on behalf of Advertiser.
In connection with any political Ads, Advertiser represent and warrants that: (i) it will comply with all Laws and other requirements applicable to such Ads; (ii) it will make all disclosures and filings, including filing registration statements, required by applicable Laws; (iii) it shall have and maintain all necessary licenses, registrations and other authorizations required by applicable Laws for the serving of a political Ad and shall immediately notify Media Company if any such authorization is suspended or modified in any material way; (iv) it shall immediately inform Media Company if it is the subject of any investigation by any governmental authority or any self-regulatory organization related to its political advertising (regardless of whether such advertising is being run by Media Company); (v) it is not a foreign national and it is not controlled in any respect by a foreign national; and (vi) it shall promptly provide true and accurate information in response to any request by Media Company, and shall otherwise reasonably cooperate with Media Company, to enable Media Company and its ad-serving partners to meet their respective obligations under applicable Laws.
6. Campaign Data. If Advertiser receives data directly or indirectly from Media Company and/or one of its ad-serving partners in connection with an Order (including without limitation campaign performance, measurement or conversion data and/or other similar data, and any reports or other deliverables containing such data (collectively, “Campaign Data”), Advertiser may use such Campaign Data solely for its internal use in compliance with these Terms and applicable Laws.
Advertiser shall not without the prior written consent of Media Company (i) combine any Campaign Data with any other data or information or (ii) sell, share or otherwise disclose any such Campaign Data to any third parties, and shall not (a) attempt to re-identify any person or household from any anonymized data or (b) modify or remove any proprietary or copyright legend any such Campaign Data. For the sake of clarity, as between Media Company and Advertiser, all Campaign Data shall be Media Company’s Confidential Information (as defined below) and Media Company retains all ownership and IP rights in and to such Campaign Data and all derivatives thereof.
7. Retargeting. If Advertiser requests Media Company to provide retargeting services, Advertiser is responsible for ensuring that any website on which the retargeting pixels are placed have all necessary privacy disclosures and opt-out mechanisms, and that all needed consents have been obtained, in each case as required by applicable Laws and industry self-regulatory principles and as otherwise necessary to permit the development and use of the retargeting pool(s) as contemplated by the Order, and Advertiser agrees to hold Media Company (and its ad serving partners) harmless with respect to any claims resulting from the failure to do so. Advertiser acknowledges and agrees that any audience targeting pools developed on its behalf by Media Company may only be used in connection with Media Company’s advertising services and platform(s) and are not transferable to Advertiser. Media Company agrees that it will use any such audience targeting pools solely for the benefit of Advertiser and parties authorized by Advertiser.
8. Confidentiality. Each party agrees that any non-public information disclosed by the
other party in connection with any Order shall be held in confidence and used solely for
purposes of its performance of such Order (including performance of its obligations under these
Terms). No party hereunder shall disclose another party's confidential information to any third party except to the extent legally required; provided the receiving party may disclose such information to its affiliates, representatives and agents who have a need to know such information in connection with its performance of any Order and will be liable for any breach by such persons or entities of the foregoing confidentiality obligations and restrictions on use.
9. Indemnification; Limitation of Liability; Disclaimer of Warranties.
(a) Advertiser shall , to the fullest extent permitted by Law, indemnify, defend (through counsel reasonably acceptable to Media Company) and hold harmless Media Company, its ad serving partners, their respective affiliates, and each of their respective directors, officers, employees, agents and representatives from and against any and all claims, actions, liabilities, losses, damages, costs and expenses (including reasonable attorney’s fees) in any way arising out of or relating to the Ads and/or Advertiser Materials, including but not limited to any claim that an Ad or Advertiser Material infringes, misappropriates, or violates any third party’s intellectual property, privacy or other rights, or fails to comply with applicable Laws, or any breach by Advertiser hereunder. Advertiser may not settle any such claim without Media Company’s prior written consent, not to be unreasonably withheld.
(b) Notwithstanding anything in these Terms to the contrary, Advertiser’s sole remedies for any claims arising out of Media Company’s performance related in any way to any Order shall be substitute distribution of the Ad or a refund of amounts paid by Advertiser for the unfulfilled portion of the Order, at Media Company’s option.
(c) IN NO EVENT SHALL ANY PARTY HEREUNDER BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, OR OTHER INDIRECT DAMAGES (INCLUDING, WITHOUT LIMITATION,DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION OR GOOD WILL) ARISING OUT OFANY ORDER (INCLUDING THESE TERMS) OR BE SUBJECT TO EQUITABLE REMEDIES OR INJUNCTIVE RELIEF; PROVIDED THAT, NOTHING SHALL RESTRICT (OR OTHERWISE LIMIT) A PARTY’S LIABILITY FOR WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OR FOR LIABILITIES ARISING UNDER ADVERTISER’S INDEMNITY.
(d) THE SERVICES, REPORTS, SYSTEMS AND ADVERTISING CHANNELS PROVIDED BY MEDIA COMPANY (AND ITS AD SERVING PARTNERS) ARE PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. MEDIA COMPANY EXPRESSLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, UNINTERRUPTED OR ERROR-FREE OPERATION, AND THOSE ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. MEDIA COMPANY MAKES NO REPRESENTATION OR WARRANTY CONCERNING THE RESULTS OF ANY AD CAMPAIGN COVERED BY ANY ORDER (INCLUDING, WITHOUT LIMITATION, THE AVAILABILITY OF ANY INVENTORY FOR THE DISPLAY OF THE AD). MEDIA COMPANY’S TOTAL LIABILITY RELATING IN ANY WAY TO ANY ORDER SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID UNDER SUCH ORDER.
(e) Media Company will exercise commercially reasonable precautions in handling Ads and Advertiser Materials, but shall not be liable for any loss or damage thereto.
(f) Notwithstanding anything herein to the contrary, in no event shall any party hereunder have any liability for any failure or delay in fulfilling its obligations relating to any Order (other than the making of required payments) to the extent due to causes beyond its reasonable control.
10. Miscellaneous. Each Order (including these Terms) shall be governed by the laws of the
State of Delaware, without giving effect to its principles of conflict of laws, and the parties
consent to the jurisdiction of the courts located in Wilmington, Delaware for purposes of
enforcing this Agreement. Orders may not be assigned or transferred in whole or in part by
Advertiser without the prior written consent of Media Company. Each Order comprises the
entire agreement of the Parties with respect to the subject thereof, and no legal term thereof
(including these Terms) may be amended, waived or supplemented, except in a writing signed
by both parties that expressly indicates the intent to do so, and no additional or conflicting
terms in any purchase order or other document submitted by Advertiser in connection with any
Order will have any effect. Media Company’s ad-serving partners are third-party beneficiaries
of under each Order. In the event of any breach of an Order by Advertiser, including a default
in payments due thereunder, Advertiser shall be liable for Media Company’s and any ad serving
partner’s costs of collection, including but not limited to reasonable attorney’s fees, collection
costs and disbursements. The terms of each Order shall survive any termination thereof as
reasonably necessary to give effect thereto.
Revision Date: 07-18-2025