ORION Platform

Effective as of November 11, 2022

Terms & Conditions

The following terms and conditions (the “Addendum”) are entered into between VersionTwo LLC, dba Version2 (“V2”), in its capacity as the “Media Company”, and the Advertiser and Agency acting as agent for an Advertiser (collectively, the “Client”), in connection with the applicable insertion order (or similar form or document) that references or links to this Addendum (the “IO”). Except as set forth in this Addendum, the IO is governed by the IAB Standard Terms and Conditions for Internet Advertising for Media Buys One Year or Less, Version 3.0 (the “IAB Terms”). The terms of the IO, along with the IAB Terms and this Addendum (collectively, the “Agreement”), represent the entire agreement among the parties with respect to the subject matter hereof, and supersede all terms and conditions previously agreed upon. To the extent anything in this Addendum conflicts with the IAB Terms and/or any other terms included or referenced in the applicable IO, this Addendum shall control unless it is expressly noted in the IO that such terms supersede any conflicting terms in this Addendum.

Capitalized terms used and defined in the IAB Terms shall have the same meaning when used in this Addendum unless otherwise stated herein. For IOs entered into directly between Advertiser and V2, all references to “Agency” in the IAB Terms and this Addendum shall refer to the Advertiser, and Sections X(c) and XII(h) of the IAB Terms shall not apply.

1. Clarification to IAB Terms

  1. Terminology. V2 operates a platform (the “Service”) where Ad placements may be purchased on a non-guaranteed auction-based performance basis from third party platforms with whom V2 is integrated, and which are selected by or for Client (each, a “Third Party Platform”). V2 is not a publisher, and all websites, mobile applications and/or other media on which Ad placements may be available from time to time through Third Party Platforms are “Network Properties” as defined in the IAB Terms. All references to the term “Site” or to “Affiliates” of Media Company shall be deemed to be references to the “Network Properties”. For IOs entered into directly between Advertiser and V2, all references to “Agency” in the IAB Terms and this Addendum shall refer to the Advertiser, and Sections X(c) and XII(h) of the IAB Terms shall not apply.
  2. Capitalized terms used and defined in the IAB Terms shall have the same meaning when used in this Addendum unless otherwise stated herein.
  3. Media Company’s “Policies” referenced in the “Definitions” section of the Standard Terms are located at https://www.theversion2.com/partner-policies/.

2. Modifications to IAB Terms:

  1. Deliverables. All Ad placements made available by Third Party Platforms (collectively, “Inventory”) are non-guaranteed Deliverables, and makegoods and bonus impressions are not available for any failure to meet stated quantities. All media purchases are billed consistent with actual delivery. Any goals or KPIs are for evaluation purposes only and will not impact billing. If a Client’s campaign (each, a “Campaign”) is underspending based on available Inventory, V2 reserves the right to redistribute media spend to similar channels with additional Inventory.
  2. Controlling Measurement. All charges shall be calculated solely based on the Third Party Platforms’ records, which shall be the Controlling Measurement. For the avoidance of doubt, Section XIII of the Standard Terms is deemed inoperative. Media Company must pre-approve in writing any Third Party Ad Server and secondary serving or tracking vendors of the Client for each Campaign, and any measurement provided by the Third Party Ad Server or by any secondary vendors shall be for Client’s informational purposes only and will not impact billing.
  3. Network Properties’ Marks. Client agrees not to use the trade names, trademarks and logos of the owners and operators of the Network Properties without the prior written consent of such owners and operators.
  4. Reports. The first sentence of the second paragraph of Section IV(c) of the IAB Terms is deleted and replaced with the following: “If Agency informs Media Company that Media Company has delivered a materially incomplete or materially inaccurate report, or no report at all, Media Company will cure such failure within five (5) business days of receipt of such notice.”
  5. Ad Targeting Regions. Client will ensure that all Ads will be targeted solely to Inventory located in the United States and Canada unless Client has received V2’s prior written approval and Client is using V2’sc Managed Service. Further, Client will ensure that no Ads shall be targeted to the EU or the EEA unless Client has received V2’s prior written approval and Client is using V2’s Managed Services. Client shall ensure that it is at all times fully compliant with all applicable laws, rules, regulations, regulatory guidance and generally accepted industry self-regulatory codes of conduct in all jurisdictions applicable to Client’s Campaigns, including without limitation, where applicable, the EU 2016/679 General Data Protection Regulation and the guidance of the European Digital Advertising Alliance (“EDAA”). V2 is not responsible in any manner for Client’s failure to abide by the foregoing.
  6. Network Properties. Client is solely responsible for implementing editorial adjacencies and making all Inventory selections. Section II(d) of the IAB Terms shall be inapplicable.
  7. Termination. Section V(a)(i) through (iii) of the IAB Terms is deleted and replaced with the following:
    • In the event that Client has selected only one Third Party Platform for its Campaign(s), then Client may not terminate the IO during the first 30 days of the Campaign. After the initial 30 days of the Campaign, either party may terminate the IO, or Client may pause the Campaign, at any time on not less than 48 business hours prior written notice (email sufficing). The initial term of the IO will automatically renew for successive one-week periods, unless and until terminated by either party in accordance with this Agreement.
    • In the event that Client has selected more than one Third Party Platform for its Campaign(s), Client may not terminate the IO during the first 90 days of the Campaign. After such initial 90 days, the term of the IO shall automatically renew for successive 30-day periods unless Client provides not less than 15 days prior written notice of non-renewal (email sufficing) before the renewal date.
    • V2 may terminate any IO or Campaign at any time (i) for Client’s uncured failure to pay V2 amounts due and payable under the IO after 5 days’ notice to Client, (ii) for any reason on 30 days’ notice to Client, or at the conclusion of a Campaign, whichever is earlier, or (iii) upon notice to Client in the event that changes impacting V2’s relationship with a Third Party Platform makes it impossible or impractical for V2 to complete the IO on the basis originally proposed to the Client, as determined by V2 in its reasonable discretion. Email suffices for notices hereunder.
    • If the IO or a Campaign is terminated by V2 due to Client’s breach, Client is required to pay V2 all fees due under the Agreement and/or the IO within ten (10) days of the effective date of such termination.
    • Any termination of the Agreement and/or an IO shall not relieve either party of its obligations accruing or incurred prior to the effective date of such termination.
  8. Billing. Unless V2 has agreed (in V2’s sole discretion) to invoice Client, payment terms are prepay weekly, with payment due on receipt of the applicable invoice or such other date as may be set forth thereon. If V2 has agreed (in V2’s sole discretion) to extend credit to Client, payments shall be due within thirty (30) days of invoice date, provided that if Client is past due on any payments V2 may thereafter require prepayment. Certain Third Party Platforms require that platform fees and any applicable third party fees (including without limitation social display fees) be billed separately on V2’s invoice; for Third Party Platforms that do not have such requirement, such fees will be included on V2’s invoice within the media cost. Client should inquire with its V2 representative for details, as Third Party Platform invoicing requirements may change from time to time. All payments must be made in U.S. Dollars via check, ACH wire transfer, or credit card. All credit card payments will have a 2.5% processing fee added. Any payments not received by the due date therefore may be assessed a monthly late fee equal to 2.5% (or the maximum percentage allowed by law, if lower) of the amount due and payable, and Client shall be responsible for all collection costs incurred. Any disputes related to invoices received must be communicated to V2 within 10 business days from Client’s receipt of the invoice, or such invoice will thereafter be deemed conclusive. All amounts payable hereunder exclude all applicable sales, use and other taxes. Client will be responsible for payment of all such taxes (other than taxes based on V2’s net income). Section III(c) and the second sentence of Section III(b) of the IAB Terms shall be inapplicable.
  9. Applicable Laws; Privacy.
    • The term “Rules” means all applicable laws, regulations and regulatory guidelines (collectively, “Laws”), as well as any applicable self-regulatory guidelines, including, without limitation, the self-regulatory principles and guidelines of the Digital Advertising Alliance, the Interactive Advertising Bureau and the Direct Marketing Association, as each may be amended from time to time.
    • Client represents and warrants that it shall (i) comply with all Rules; (ii) ensure that: (1) there is a conspicuously posted privacy policy accessible by direct link from the home page of its own and affiliated websites (“Client Sites”) that complies with all Rules; (2) it abides by such privacy policy; (3) such privacy policy contains all disclosures and opt-out mechanisms required by the Rules, (iii) ensure that data collection complies with all Rules and any corporate standards, policies, procedures, data privacy requirements and privacy policies applicable to Client; and (iv) where required by the Rules, Client will deploy appropriate notices and functionality to obtain authorizations and consents from end users as required.
    • Client represents and warrants that any data, materials, information or technology that Client provides to V2 or to the Third Party Platforms (e.g., Client’s first party data or other data acquired by Client): (i) does not and will not contain any information that is considered personally identifiable information or its functional equivalent under applicable privacy policies and any Rules unless Client has obtained express consent from the applicable end users for such purposes; and (ii) has been collected and/or created, and shall be provided, in compliance with applicable privacy policies and Rules, and that all required privacy disclosures have been and will be made and all required appropriate consents have been and will be obtained.
  10. Content.
    • Client shall ensure that only Client’s first party data will be used in the Campaign. Client understands and agrees that the Third Party Platforms collect and use certain data to record activities related to Ads, including through the use of tracking technologies such as tags, pixels and/or cookies, that such data may include information such as IP addresses, browser and device type, time stamp etc. (collectively, “Campaign Data”), and that the Third Party Platforms’ usage of such data is governed by their respective privacy policies. Third Party Platforms and Network Properties shall not be deemed “Third Parties” under the IAB Terms. V2 will not create segments or disclose Campaign Data to any Third Party without Client’s prior written approval.
    • Client will provide V2 with the content for all Ads, including, without limitation, all logos, graphic files, links, click-through URLs and other advertising material (“Content”) to be displayed, distributed, or used. Client may change the Content by submitting new Content, and (if Client has selected Managed Service) V2 shall make commercially reasonable efforts to implement such requested changes within a reasonable time. If Client has selected Self-Service, Client is responsible for implementing such changes (except during any provisional period that may be implemented by V2 in its discretion, during which V2 may implement requested changes for Client). In any event, Client must allow the Service to scan for the Content and any new or modified versions thereof for malware (standard SLA is 24 hours but may fluctuate based on volume and other circumstances). V2 does not warrant or guarantee the results of such process and Client remains solely responsible for the Content. However, circumventing the foregoing process may result in V2’s termination of this Agreement and cancellation of the Campaign. Each party will notify the other promptly upon discovery of any malfunctioning of the Content or links to Client Sites. If V2 creates any content or materials for Client, Client will review and approve such materials before use and will be fully responsible for such materials, which will be considered Content for purposes of the Agreement.
    • Client shall comply with applicable terms, policies and guidelines made publicly available by Network Properties and Third Party Platforms. V2 shall not be liable for any claims, damages or losses arising from any Network Property’s or Third Party Platform’s acts, omissions, content, technology, data practices, or operations. V2 may add or remove Third Party Platforms from the Service at any time, and availability of the Third Party Platforms’ respective products and services is not guaranteed.
    • Client warrants and represents that: (i) the Content (including all material to which the Content links) will not contain or promote any lewd, obscene, pornographic, hateful, violent, infringing, fraudulent, misleading, deceptive, defamatory, or libelous content, will not encourage illegal activity or violate community standards, will not violate any Laws or Rules regarding unfair competition, anti-discrimination, privacy or false advertising, and will not contain viruses, Trojan horses, worms, time bombs, or other similar harmful programming routines; (ii) ad tags provided will not load malware, viruses or other harmful content, and that any tracking within the ad tags will comply with all Rules; (iii) the Content meets the specifications and other technical and delivery requirements established by V2 and the Third Party Platforms from time to time; and (iv) Client will remove all ad tags at the termination of this Agreement.
  11. Indemnification. The Advertiser’s indemnification obligations under Section X(b) of the IAB Terms shall additionally apply to Losses arising or resulting from (i) Advertiser’s breach or alleged breach of any representations, warranties or obligations contained in this Agreement or of any Laws or Rules (including Advertiser’s alleged failure to pay any fees for rights, including public performance, guild fees, or other fees associated with an Ad); (ii) the Content, Client Sites and the other pages and sites to which the Content links, and (iii) the products or services sold or promoted through an Ad or through pages or sites to which they link. Advertiser shall be responsible for compliance with the terms of the Agreement by its Agency and other representatives, and Advertiser’s indemnification obligations shall extend to any acts, omissions, services and deliverables of its Agency and such other representatives. The Third Party Platforms shall be third party beneficiaries of Advertiser’s indemnification obligations herein.
  13. License; Ownership.
    • License to V2. Client grants V2 a revocable, non-exclusive, non-transferable worldwide license to use, reproduce and transmit, during the term of the IO, Client’s names, logos, trademarks, service marks and trade dress (“Marks”), and to facilitate display of the Content and Ads through the Third Party Platforms, for the purpose of fulfilling V2’s obligations under the Agreement and as reasonably necessary to perform the Service for Client. V2 shall have the right to refer to Client and use Client’s Marks in V2’s marketing materials for the limited purpose of acknowledging that Client is a customer of the Service. Client owns and shall retain all right, title and interest in its Marks.
    • License to Client; Restrictions. During the term of the applicable IO, V2 grants Client a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Service solely for the purpose of enabling the display and/or measurement of Ads on Network Properties through Third Party Platforms. Client shall not: (i) sell, rent, lease, sublicense or otherwise make the Service or any portions or copies thereof available to any third parties; (ii) modify, copy, translate, reverse engineer, decompile, create derivative works based upon, disassemble, or attempt to decipher any source code of, the Service or any portions thereof; (iii) alter, destroy or otherwise remove any proprietary notices displayed or embedded within the Service; (iv) interfere with or disrupt the Service or any security mechanisms deployed in connection therewith; or (v) use the Service for any purpose not expressly permitted in this Agreement, including but not limited to performing comparisons or other “benchmarking” activities, either alone or in connection with any software. If Client is granted login credentials, Client shall keep its login credentials secure and shall be solely responsible for all activity occurring under its account.
      Ownership; Feedback. The Service and any and all of V2’s software, technologies, know-how, products, processes, algorithms, user interfaces, designs, and other tangible or intangible technical material or information of V2 (collectively, “V2 Elements”) provided or made available to Client by V2 in connection with providing the Service, together with all intellectual property rights therein (but excluding any Third Party Platforms and Network Properties) are the exclusive property of V2 or its suppliers. V2 may freely use any suggestions, ideas, feedback or recommendations provided by Client regarding the Service, excluding Client’s Confidential Information. Except for the limited license expressly granted to Client, no express or implied license or right of any kind is granted and all rights not expressly granted to Client are reserved to V2.
    • Creative Builds Ownership. Any advertisement creative materials created specifically for Client by V2 pursuant to this Agreement and any IO without general application in V2’s business (“Creative Builds”), shall be a “work made for hire” owned exclusively by Client. For purposes of clarification, Creative Builds do not include any V2 Elements or any portions thereof that are incorporated or embedded therein or used in conjunction with the Ads, but only the final custom creative advertisement that is displayed and visible to end users.
  14. “Third Party Vendor Services” means third party products, applications, services, software, networks, systems, features and websites which Client may connect to or enable in conjunction with the Service. If Client decides to enable, access, or use any Third Party Vendor Services, Client’s access and use of such Third Party Vendor Services shall be governed solely by the terms and conditions of such Third Party Vendor Services. V2 does not endorse, is not responsible or liable for, and makes no representations as to any aspect of such Third Party Vendor Services, nor can V2 guarantee the suitability or continued availability of such Third Party Vendor Services. V2 shall not be liable for any damage or loss caused or alleged to be caused by or in connection with Client enablement, access or use of any Third Party Vendor Services, and Client waives all claims related to the same. By requesting or enabling Third Party Vendor Services, Client expressly permits V2 to disclose Client’s Confidential Information the applicable third party vendor as reasonably necessary to facilitate the use or enablement of such Third Party Vendor Services.
  15. Service Types. Client may elect to use the Service on either a “Managed Service” or “Self-Service” model, as indicated in the applicable IO. A description of each Service model can be found at https://www.theversion2.com/solutions/ or any successor URL. Certain Third Party Platforms may from time to time require that a “Managed Service” model be used for certain services, and may require a minimum spend. Client should inquire with its V2 representative for more details. If Client is using Self-Service, Client must review and is solely responsible for completion of the Self Service auto setup process, including entering all campaign-related parameters and selections, and for managing all aspects of its campaigns.
  16. Miscellaneous.
    • V2 reserves the right to update and/or change this Addendum by posting the modified version on this page or a successor URL. Client’s continued use of the Service will constitute Client’s acceptance of the modified terms. Other than as set forth herein, this Agreement may not be amended, modified or waived, unless agreed to in writing by the party or parties against which enforcement of such amendment, modification or waiver is sought.
    • For purposes of Section VIII of the IAB Terms, pandemic and infectious disease (including COVID-19) shall be considered a “Force Majeure event,” whether or not foreseeable.
    • Section IX(a) of the IAB Terms is amended by replacing “Section V(c)” with “Section V(b)”.
    • Notwithstanding Section XIV(b) of the IAB Terms, V2 shall be permitted to assign the Agreement to (a) one of its wholly owned affiliates or subsidiaries, or (b) an entity that acquires or succeeds to all or substantially all of the business or assets of V2 to which the Agreement pertains, whether by merger, reorganization, acquisition, sale, or otherwise.
    • Section XIV(d) of the IAB Terms is amended to (i) insert “Nevada, without reference to its choice of law rules” in the first open space and (ii) delete the third sentence thereof. Any and all disputes arising under the Agreement between the parties, including, without limitation claims arising out of the Agreement against any individual owner, officer, director or other representative or affiliate of any party to the Agreement, shall be resolved solely and exclusively via final and binding arbitration before a single arbitrator in Clark County, Nevada under the American Arbitration Association (“AAA”) Commercial Arbitration Rules. Each party shall bear its own attorney’s fees and half the costs and fees of AAA and the arbitrator; provided that the arbitrator shall be instructed to require the losing party to reimburse the prevailing party’s attorney fees and costs of arbitration. Notwithstanding the foregoing, this provision shall not prevent any party to the Agreement from maintaining an action for injunctive relief or to collect an arbitration award granted hereunder.
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