Standard Order Terms and Conditions - a4 Advertising

Standard Order Terms and Conditions

I. General Terms

These Standard Order Terms and Conditions (the “Terms”) will govern any order and authorization to buy document (“Order”) for media purchasing and/or advertising services (“Services”) between the Advertiser and Agency (if applicable) listed on the Order on one hand, and CSC Holdings, Inc. or one of its affiliates (“Media Company“) on the other hand, and along with the Order comprise the sole agreement between Advertiser and Agency and Media Company regarding the subject of the Order (the “Agreement“). Advertiser, Agency, and Media Company are sometimes referred to herein individually as a “Party” and collectively as the “Parties.” References in these Terms to “Advertiser” alone are used for convenience only and expressly include any applicable Agency. “Ad” means any advertising content provided by or on behalf of Advertiser, and Media Company’s “ad serving partners” include Networks (defined in Section III) and Media Company’s vendors or agents.


Payment against the Order and/or acceptance of Services thereunder shall be deemed acceptance of these Terms by Advertiser and Agency. Each Order is a stand-alone contract and does not replace, supersede or modify any prior Order (in whole or in part) unless the intent to do so is expressly stated in the Order.


1.AGENCY REPRESENTATION. If this Agreement is being executed by Agency on behalf of Advertiser, Agency represents and warrants it is authorized to execute the Agreement and provide the Ads as contemplated hereunder. Advertiser and Agency are jointly and severally liable for all obligations and liabilities owed to Media Company (and any applicable ad serving partner), and each waives notice of any default of the other. Agency’s failure to receive adequate funds from Advertiser does not relieve Agency’s obligation to timely pay amounts due to Media Company hereunder. Similarly, Advertiser’s payment to Agency does not constitute or otherwise excuse Advertiser’s full and timely payment of amounts due to Media Company hereunder. If Media Company reasonably determines Advertiser’s credit , or is likely to become, impaired, Media Company may, in addition to other available remedies, require Agency to execute a separate Letter of Liability expressly assuming the responsibility (financial and otherwise) for all Ads it places on behalf of Advertiser.


2.CANCELLATION AND PAUSING OF CAMPAIGNS. The amount of any minimum media spend, media purchase commitment or non-cancellable media buy identified in any Order shall be payable notwithstanding any cancellation or pausing of the campaign. Unless otherwise set forth in an Order, 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 this Agreement 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 hereunder and not yet paid shall become due and payable in accordance with the applicable Order.


3.Payments due by Advertiser under any Order shall be due and payable in advance prior to campaign launch, unless expressly stated otherwise in the Order. If Media Company has approved Advertiser for credit, Advertiser shall pay each invoice within thirty (30) days of receipt (or within such other period indicated in the Order), without deduction, set-off or counterclaim. If Media Company fails to receive full and timely payment, or if Advertiser’s credit is, in Media Company’s reasonable opinion, impaired, Media Company, in its sole discretion, may cancel this Agreement or the provision of specific services hereunder. Advertiser will be responsible for all reasonable expenses (including reasonable attorney’s fees) incurred by Media Company in collecting any overdue payment. Upon request, Media Company may include verification of performance with invoices issued hereunder, but the furnishing and accuracy of such verifications shall not be a condition precedent to Advertiser’s obligation to timely pay any invoice, and Media Company makes no representations or warranties with respect to such verifications. A Digital Ad Bundle may be optimized at any time at the Media Company’s discretion to best deliver Total Impressions during the flight. A “Digital Ad Bundle” is where one or more digital ad products are combined and offered by Media Company at a blended CPM rate.


4.ADS AND AD MATERIALS. All Ads and Advertiser Materials (defined below) will be subject to acceptance by Media Company, but as between Media Company and Advertiser, Advertiser will remain 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 Ad, in each case as reasonably necessary to distribute the Ad consistent with this Agreement and/or to comply with any applicable laws, rules, regulations, court orders or industry self-regulatory guidelines (“Laws”); 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 any applicable ad serving partner) to perform any services requested by Advertiser. Subject to Advertiser’s consent (email sufficient), Media Company and its applicable ad servicing partners may use Advertiser’s trademarks, service marks and logos and the Ads to promote their respective products and services.


Advertiser represents and warrants that (a) it has all necessary rights to exhibit the Ads and to provide the Ads and Advertiser Materials to Media Company (and its applicable ad serving partners) for the purpose of providing advertising services requested by Advertiser; (b) 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; (c) all data submitted to Media Company (and any applicable ad serving partner) has been collected, maintained, compiled and provided in accordance with all applicable Laws and privacy policies that clearly disclose (i) the data collected, (ii) that such data may be used by Advertiser and shared with third parties such as Media Company, including for advertising purposes, and (iii) how users can effect opt-out choices; (d) in no event will any data shared with Media Company include any sensitive data, which if lost, compromised, or disclosed without authorization could result in substantial harm or unfairness to an individual (such as sexual orientation, non-conforming gender identify (such as transgender status), religion, health information or conditions, or any data regarding a person under the age of eighteen (18)); (e) unless otherwise agreed to by Media Company in a separate written agreement, no data shared with Media Company is deemed regulated data (e.g., data subject to HIPAA or Gramm-Leach-Bliley regulations); and (f) any data shared with Media Company 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 under the California Consumer Privacy Act of 2018, as amended (“CCPA”), each such Consumer has received explicit notice of such Sale and the opportunity to exercise the right to opt-out in accordance with the CCPA. The Parties may not “reverse engineer” or re-identify any persons, households or device from any de-identified data. Advertiser shall not attempt to “reverse engineer” or otherwise attempt to determine from any information received hereunder any proprietary information about Media Company, its agent(s) or it or their respective platforms or algorithms.


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 applicable 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 political Ads (including Ads for or against a candidate for public office or a ballot measure) may be subject to disclosure Laws and/or public posting requirements and that as a political advertiser, it may be subject to filing and other requirements. In connection with any political advertising campaigns, Advertiser represents, warrants and certifies that it (a) will comply with all Laws and other requirements applicable to its political Ads; (b) will make all required filings, including filing registration statements where required by Law; (c) are, and will remain for the duration of each applicable campaign, permitted under applicable Laws to purchase political Ads; and (d) will promptly provide any information requested by Media Company, and otherwise reasonably cooperate with Media Company, to enable Media Company and its ad-serving partners to meet their respective obligations under applicable Laws. The Parties acknowledge and agree that notwithstanding anything to the contrary, Media Company’s ad serving partners may disclose the Advertiser and Agency’s Confidential Information to the extent reasonably required by such ad serving partners to comply with applicable political disclosure laws.


6.DATA RIGHTS. If Advertiser receives data directly or indirectly from Media Company (including through a Platform (defined in Section I (10) below) or Tags (defined in Section I (7) below)) and/or one of its ad serving partners in connection with an Ad campaign hereunder (including without limitation campaign performance, measurement or conversion data, Viewing Data (defined in Section III (2)), data regarding user activity on a Domain and/or other similar data (collectively, “Campaign Data”), Advertiser may use such Campaign Data and/or any reports or other deliverables containing such Campaign Data (“Reports”) solely for its internal use in compliance with this Agreement and applicable Laws. Campaign Data and Reports provided to an Advertiser, including through a Platform, shall be solely on an aggregated and anonymized basis. For purposes of this Agreement, “aggregated and anonymized” means that data is in a form such that no individual, household or device is identified or identifiable (using that data alone or in combination with any other data).


Advertiser shall not without the prior written consent of Media Company (a) combine any Campaign Data with any other data or information; or (b) sell, share or otherwise disclose any such Campaign Data or Reports to any third parties (including its affiliates), and shall not (i) attempt to re-identify any person, household or device from any anonymized data or (ii) modify or remove any proprietary or copyright legend from any Reports. For the sake of clarity, as between Media Company and Advertiser, all Campaign Data and Reports shall be Media Company’s Confidential Information (as defined below) and Media Company retains all ownership and IP rights in and to such data and Reports, and all derivatives thereof. For avoidance of doubt, Media Company may use Reports and aggregated or anonymized Campaign Data for any business purpose, including to report statistics about its Platform and Services, provide performance benchmarks to other Media Company clients, better understand the needs and behaviors of other Media clients, improve its products and services and conduct business intelligence and marketing.


7.CAMPAIGN DATA COLLECTION. If requested by Advertiser in writing (email sufficient), Media Company may place ad tags and/or pixels (“Tags”) on Advertiser’s Ads and/or applicable internet domains (each, a “Domain”) to collect Campaign Data. Advertiser represents and warrants that (a) each Domain has a privacy and policy that clearly discloses that third parties may use Tags to collect Campaign Data and use that data, including for its own internal purposes; and (b) such disclosures comply with all applicable Laws. Advertiser agrees to indemnify, hold harmless and defend Media Company, its affiliates and its and their Representatives, from any third party claims and related losses, costs and expenses, arising out of any actual or claimed breach of its representations under this Section.


8.DATA EVALUATION; DATA PROCESSING. From time to time, Media Company may accept Advertiser’s proprietary data sets for evaluation and/or to provide data processing services (including without limitation data matching, data modeling, audience creation and pre- and/or post-campaign data analytics services) as mutually agreed in writing (email sufficient) (“Permitted Use”). In such event, Advertiser shall provide such data in a mutually agreed record size and layout via a secure method of delivery. In no event shall such data be emailed to Media Company or otherwise delivered in an unsecure manner. Media Company may impose restrictions on fields that may be uploaded and minimum requirements for unique records in uploaded files and match files to comply with its data privacy requirements and those imposed by its ad serving partners. Media Company may use third party service agents to perform the Permitted Services but shall remain responsible for their actions or omissions in their performance of such services. For the sake of clarity, the Parties acknowledge and agree that in no event will Media Company deliver to Advertiser any campaign exhaust, log-level data, or targeting audience created as a result of any evaluation, data processing or other services hereunder.


To the extent that a Permitted Use constitutes Processing under the CCPA, the Parties acknowledge and agree that Media Company is designated a Service Provider under the CCPA. With respect to any data provided to Media Company that is deemed Consumer Personal Information provided for a Business Purpose under the CCPA, Media Company agrees to: (a) not Sell, retain, use, or disclose such Consumer Personal Information for any purpose other than the Business Purpose specified herein or in any Order or otherwise permitted by the CCPA; (b) comply with the CCPA in connection with the Processing of such Consumer Personal Information; and (c) promptly cooperate in responding to and fulfilling any access, opt-out or deletion requests received from Consumers to exercise rights under the CCPA.


9.HIPAA COMPLIANCE. All capitalized terms used in this paragraph but not otherwise defined shall have the meanings ascribed to them under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”). If any data shared with Media Company includes Protected Health Information (PHI), Advertiser represents and warrants that it is a Covered Entity permitted to use or disclose such PHI with Media Company as a Business Associate and Advertiser will not request Media Company to use or disclose PHI in any manner that would not be permissible under HIPAA if done by Advertiser as the Covered Entity. Advertiser agrees to notify Media Company of (a) any limitations in its Notice of Privacy Practices, to the extent that such limitation may impact Media Company’s use or disclosure of PHI; (b) any changes in, or revocation of, the permission by an individual to use or disclose his or her PHI, to the extent that such changes may affect Media Company’s use or disclosure of PHI; and (c) any restriction on the use or disclosure of PHI that the Covered Entity has agreed to or is required to abide by under 45 C.F.R. §164.522, to the extent that such restriction affects our use or disclosure of PHI.


10.PLATFORM TERMS OF USE. Media Company may grant Advertiser a limited, non-exclusive, non-transferable, non-sublicensable right and license to access and use a platform owned by Media Company (e.g., “Alice by a4” and “Juice Media Platform (JMP)”), including any service provided thereon (each, a “Platform”) in connection with this Agreement. Media Company and its licensors own all rights in the Platforms, all information therein, all modifications, enhancements and derivatives thereof, and all related intellectual property rights and all such rights are reserved (subject only to the limited right to use the Platforms as set forth herein), and no action will be taken that is inconsistent with those rights. Use of a Platform may be subject to additional terms and conditions and may require proper instrumentation by Advertiser (if so required, Advertiser will provide Media Company with access to its Google Analytics and/or Mobile Measurement Partner account and/or insert a Tag on its website). Advertiser agrees to use each Platform in accordance with applicable Laws and all applicable terms and conditions.


Advertiser will not: (a) attempt to access a Platform by any means other than through the interface provided by Media Company; (b) reverse engineer or attempt to obtain any source code to any Platform; (c) provide any third party with access to any Platform or use a Platform for the benefit of any third party; (d) use any device or software that damages, interferes with or disrupts a Platform; (e) extract, or attempt to extract, any material on the Platform, including Campaign Data, except as expressly permitted by Media Company; (f) match, or attempt to match, Campaign Data with personally identifiable information or (g) use a Platform or any service thereon in a manner inconsistent with applicable Law.


The Parties acknowledge and agree that (a) any suggestions, enhancement requests, recommendations or other feedback provided to Media Company related to a Platform are owned by Media Company without any obligation of attribution or compensation; (b) a Platform may be temporarily unavailable from time to time for maintenance or other reasons; (c) Media Company does not warrant availability of any Platform or that a Platform will be uninterrupted or error-free; (d) Media Company reserves the right to modify or discontinue a Platform at any time; and (e) each Platform is provided “AS IS” as a tool for convenience only, without warranties or any kind, whether express, implied or statutory or otherwise and Media Company expressly disclaims all implied warranties.


11.CONFIDENTIALITY. Each Party agrees that any non-public information disclosed by the other Party in connection with this Agreement shall be held in confidence and used solely for purposes of its performance hereunder. Neither Party shall disclose the other 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 hereunder and will be liable for any breach by such persons or entities of any confidentiality obligations or restrictions on use hereunder.




(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: (i) 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 (ii) any breach by Advertiser of any of its representations, warranties or covenants hereunder. Advertiser may not settle any such claim without Media Company’s prior written consent, not to be unreasonably withheld.


(b) Notwithstanding anything in this Agreement to the contrary, the sole remedies available to Advertiser for any claims arising out of Media Company’s performance hereunder shall be (i) substitute distribution of the Ad or (ii) a refund of amounts paid by Advertiser for the unfulfilled portion of this Agreement, in the sole discretion of Media Company.






(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.


13.FORCE MAJEURE. Notwithstanding anything herein to the contrary, no Party will incur liability to any other for any failure or delay in fulfilling its obligations under this Agreement (other than the making of required payments) to the extent due to causes beyond its reasonable control, including but not limited to, labor disputes, strikes, lockouts or other labor or industrial disturbances; utility or communication failures; internet service provider failure, delay or denial of service attack; acts of God, earthquakes, floods, fires, explosions; acts of terrorism, war, civil disturbances, riots, insurrections, embargoes, blockages, public health emergencies; or actions, restrictions, regulations or orders of any government, agency or subdivision thereof.


14.TRADEMARKS. “a4,” “a4 Media,” “TWO NIL,” “Juice Media,” “Alice by a4,” “Juice Media Platform (JMP)”, and other graphics, logos, designs, and service names are trademarks or trade dress of Media Company and/or its affiliates and may not be used without prior written permission.


15.MISCELLANEOUS. Media Company’s ad-serving partners are third-party beneficiaries of this Agreement, and Advertiser shall not assert any claim, crossclaim or counterclaim against an ad-serving partner in the event it participates in an action brought by Media Company hereunder or in an action brought by an ad-serving partner against Advertiser hereunder. In the event of any breach by Advertiser of this Agreement, including a default in payments due hereunder, 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. This Agreement shall be governed by the laws of the State of New York, without giving effect to its principles of conflict of laws. This Agreement may not be assigned or transferred in whole or in part by Advertiser without the prior written consent of Media Company. This Agreement contains the entire agreement of the Parties and may not be amended and no provision hereof may be waived, except in a writing signed by the Parties that expressly indicates such intent, 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. Each Party shall comply with all applicable Laws in connection with its performance hereunder. The provisions of this Agreement shall survive any termination hereof (or of any Order) as reasonably necessary to give effect thereto. Notwithstanding anything to the contrary set forth herein, these Terms may be revised at any time by posting any changes and/or updates directly on this page. Parties should visit this page periodically to review the current Terms.


II. Additional Terms for Digital Advertising


Except as otherwise set forth in these Terms, digital advertising buys are subject to the IAB/AAAA Standard Terms and Conditions for Interactive Advertising for Media Buys One Year or Less (v3.0) (see (the “IAB Terms“). In the event of any conflict between these Terms and the IAB Terms, these Terms shall control. If you are signing the Order as an Advertiser with no Agency representation, all references in the IAB Terms to “Agency” will be deemed to mean Advertiser.


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, as required by Law and industry best practices and as otherwise necessary to permit the development and use of the retargeting pool(s) as contemplated in 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.


III. Additional Terms for TV Advertising


For TV Advertising, Media Company may be acting as agent for a Network. “Network(s)” means the various broadcasters, cable networks, multi-channel video programming distributors and other media platform operators that have authorized Media Company to sell Ads. For TV advertising, applicable “Laws” expressly includes, without limitation, the rules and regulations, decisions and actions of the Federal Communications Commission and applicable franchise laws.




(a) Advertiser shall, at its expense, furnish broadcast quality Ads and materials as reasonably requested by Media Company and/or Network. If an Ad does not comply with the foregoing requirements, Media Company shall attempt to notify Advertiser and if Advertiser fails to furnish a satisfactory Ad in a sufficient amount of time in advance of distribution as determined by Media Company, Media Company may bill Advertiser for the time reserved.


(b) Unless an Order expressly states that guaranteed delivery is available for proposed Network inventory and/or specific programming, the Parties acknowledge that predictability, forecasting, and conversions for proposed Network inventory availabilities may vary, and programming, program names and schedules are subject to change at any time. For Orders that are not guaranteed, if any inventory becomes unavailable, then Media Company may substitute other inventory that has an equal or greater rating based on available Nielsen and/or set-top box data, unless expressly reflected otherwise in the Order or in a writing by Advertiser (email sufficient) prior to execution of the Order. Notwithstanding the foregoing, if Advertiser has contracted for insertion of an Ad in a specific program and such program is preempted or cancelled and never shown, such Ad will be shown on comparable replacement programming to be mutually agreed upon by Media Company and Advertiser. Ads scheduled in programs following those that run beyond their normally scheduled time (e.g., sports or special programing) or Ads scheduled in programs that are interrupted for any reason may be rescheduled by Media Company within the delayed or interrupted program without prior notice to Advertiser and will be billed as if the program had concluded at is normal time or there had been no interruption.


(c) The Parties acknowledge that other content may appear on the screen over the Ad, including, without limitation Emergency Alert System information that Media Company is obligated by Law to display, and Media Company reserves the right to substitute for any Ad any matter which in Media Company’s sole discretion is deemed to be of greater local or national interest or importance, including without limitation sporting events. Media Company will notify Advertiser within a reasonable time after such substitution.


(d) Where the Order concerns traditional linear spot cable Ads, charges are based solely on insertion of Ads into the live-viewing, non-recorded broadcast feed. Parties acknowledge that Ads may not be inserted into subscriber-recorded (e.g., DVR) versions of broadcasts.


(e) Media Company cannot guarantee Ads that are transmitted will be viewed by all Network subscribers and will not be liable for any changes that may occur in the number or composition of Network subscribers.


(f) If Media Company fails to distribute any Ad, in whole or in part, due to public emergency or other force majeure event or any reason other than Advertiser’s failure to deliver the Ad by the applicable deadline or otherwise comply with its obligations hereunder, Media Company shall, in its sole discretion, offer Advertiser (i) comparable commercial announcement time on a substitute basis or (ii) a reduction in the time charges equal to the amount of money proportionally assignable to the undistributed Ad or undelivered impressions.




Media Company or Network may collect, retrieve, analyze or otherwise use data relating to one or more Ads, including performance, viewer, usage and other similar data (“Viewing Data”), and as between Media Company and Advertiser, all such Viewing Data shall be Media Company’s confidential information. Except as expressly agreed otherwise by Media Company in writing, Media Company shall have no obligation to provide Advertiser with any such Viewing Data.



Advertiser may not in any communications to viewers or in any marketing materials or disclosure to any third party identify viewers, either individually or in the aggregate, as Network subscribers.




© 2022 a4 Media, LLC. All rights reserved.