The Insertion Order (“IO”) attached here to between the publisher, Ahold Delhaize USA Services, LLC (“Media Company”) and the company identified as agency on the IO (“Agency”), as agent for its advertising client named on the IO (“Advertiser”) (each, a “Party,” and collectively, “Parties”) is subject to the IAB/AAAA Standard Terms and Conditions for Internet Advertising for Media Buys One Year or Less v3.0 (https://www.iab.com/wp-content/uploads/2015/06/IAB_4As-tsandcs- FINAL.pdf) (the “Terms”), as amended by the ADUSA Addendum to the Terms attached hereto (the “Addendum”). The IO, the Terms and the Addendum constitute the entire agreement (the “Agreement”) of the parties. The parties may execute additional IOs which shall also be subject to the Terms and the Addendum, whether or not such agreements are attached to such additional IOs. In the event of any conflict between the terms, the following shall be the declining order of precedence: (i) the IO (for campaign specific terms and conditions except as expressly noted to the contrary); (ii) the Addendum, and (iii) the Terms; provided however that (i) will only take priority over (ii)-(iv) with respect to the specific campaign described in such IO. ADDENDUM TO THE STANDARD TERMS Capitalized terms that are not otherwise defined in this Addendum shall have the meanings assigned to them in the Terms. The term “websites” or Sites shall include mobile websites, applications and other digital properties. Definitions. The following is hereby added to the definition of “Policies”: “For the avoidance of doubt, Policies include all requirements or terms and conditions of the Network Properties made available to Agency.” Section II. Ad Placement 1. The following language of Section 4 (Editorial Adjacencies) shall be deleted: September 2024 “After Agency notifies Media Company that specific Ads are in violation of the Editorial Adjacency Guidelines, Media Company will make commercially reasonable efforts to correct such violation within 24 hours.” and replaced with the following:
“After Agency notifies Media Company that specific Ads are in violation of the Editorial Adjacency Guidelines, Media Company will make commercially reasonable efforts to correct such violation within 48 hours.” Section IV: Reporting Section IV (b) (Media Company Reporting) is deleted in its entirety and replaced with the following: “If Media Company is serving the campaign, Media Company will make reporting available at least as often as weekly, either electronically or in writing, unless otherwise specified on the IO.” Section VII: Bonus Impressions This entire Section VII is Intentionally Omitted. Section IX: Ad Materials Section IX (d) (Damaged Creative) is deleted in its entirety and replaced with the following: “If Advertising Materials provided by Agency are damaged, not to Media Company’s specifications, or otherwise unacceptable, Media Company will use commercially reasonable efforts to notify Agency within three (3) business days of its receipt of such Advertising Materials.” Section XIV: Miscellaneous Section XIV (d) (Conflicts; Governing Law; Amendment) is hereby deleted in its entirety and replaced with the following: “Conflicts; Governing Law; Amendment. In the event of any inconsistency between the terms of an IO and these Terms, the terms of the IO will prevail. All IOs will be governed by the laws of the State of New York. No modification of these Terms will be binding unless in writing and signed by both parties. If any provision herein is held to be unenforceable, the remaining provisions will remain in full force and effect. All rights and remedies hereunder are cumulative
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