Contrary to Sections I.a. and II.a. of the IAB Terms: Media Company will not create delivery schedules.
Section I.b. part (i) of the IAB Terms is amended and now reads as follows: written (which includes e-mail communication or signatures via electronic contract management systems) approval of the IO by Media Company and Agency
Further to Section II.d of the IAB Terms, Media Company does not provide any warranty regarding competitor adjacencies for Ads that appear on Media Company Properties. Per Customer’s written request, Media Company will however, use commercially reasonable efforts to comply with Customer’s wishes on competitor adjacencies.
Further to Section III.b. of the IAB Terms, in the event Media Company has not received payment within the agreed payment term, Media Company is entitled to (i) cancel all current and future IO’s of Customer and (ii) to immediately invoice all pending, signed IO’s and costs incurred until the date of cancellation.
Section III.c. of the IAB Terms is amended and now reads as follows: Customer is solely responsible for the collection of the fees it has invoiced to its own customers. Customer is not entitled to delay any payment obligation towards Media Company based on not having received the fees it has invoiced to its own customers. To its exclusive discretion, Media Company may require payment in advance.
Further to Section V. of the IAB Terms, in the event of cancellation Media Company will take the cancelled (part of) the IO offline within 48 hours of receipt of Customer’s cancellation notice. Media Company will send Customer a confirmation email of the cancellation. The invoices will be based on the date of Media Company’s confirmation email.
Further to Section V. of the IAB Terms, in the event of a Postponement Media Company is entitled to invoice Customer 10% (ten percent) of the costs mentioned in the IO as compensation. This compensation cannot be deducted by Customer from any invoice from Media Company and it does not affect or release Customers’ liability to pay all other Media Company’s invoices in full. In the event the Postponement occurs more than once and/or the rescheduled date is in a new calendar year, Media Company is entitled to cancel the (part of) the IO and to invoice the (part of the) IO in full.
The last sentence of section VI.a. of the IAB Terms is amended and reads as follows: If the underdelivery is greater than 10% in relation to the number of Deliverables in the applicable IO, Agency and Media Company may arrange for a makegood consistent with these Terms. If under-delivery is less than 10% in relation to the number of Deliverables in the applicable IO, no makegood is available. As Media Company only invoices actual Deliverables, the underdelivery will be reflected in the invoice automatically.
Contrary to Section VI.b. second sentence of the IAB Terms, Media Company only invoices actual Deliverables based on its own records, so Agency cannot execute a credit equal to the value of the under-delivered portion of the IO for which it was charged.
The last sentence of Section VIII.a. of the IAB Terms is deleted and does not form part of the Agreement.
The term in Sections VIII.a and VIII.c. of the IAB Terms is changed to fourteen (14) days.
Section IX.e. of the IAB Terms is amended and reads as follows: Media Company is entitled to make the necessary technical adjustments to Advertising Material submitted by Customer (such as scaling or cropping). When Customer requests Media Company to create content for Ads (such as artwork, copy, audio, video, translations) or to make substantive changes to Advertising Material submitted by Customer (such as changing such as artwork, copy, audio, video or translating content), hereinafter the “Service”, Media Company will provide the Service “AS-IS”, without any warranty of any kind. Media Company explicitly disclaims all liabilities with regard to the Service and it makes no warranty that the Service is on an error-free basis. Customer’s acceptance and use of the Service is at Customer’s own risk. Customer acknowledges and agrees that Media Company is not responsible and/or liable for any damages that result from the use of the Service.
Section IX.f. of the IAB Terms is amended and reads as follows: Media Company does not allow Third Party Ad Server tags, irrespective of the type of Ad.
Section X.a. of the IAB Terms is amended and reads as follows: Media Company will indemnify Customer, its Affiliates and Representatives from damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) (collectively, “Losses”) resulting from any claim, judgment, or proceeding (collectively, “Claims”), alleging that the services of Media Company infringe the intellectual property rights of any Third Party, unless the Claim(s) arise out of Customers breach of clause 4.1 of these WeTransfer Terms.
Section XII d (ii) of the IAB Terms is amended and reads as follows: Media Company may derive anonymous and non personally identifiable data from Collected Data and may combine, use and disclose such data for Media Company’s general business purposes (such as marketing and public relations).
Section XIII. of the IAB Terms is deleted in its entirety and replaced by the following: In the event that an invoice is established on the basis of records and there are discrepancies between the records of both parties (for instance in Deliverables or locations of Deliverables), parties may share their records and will discuss an amicable solution in good faith. In the event parties don’t succeed in reaching an agreement, the records of Media Company shall prevail and form the basis of the invoice.
Further to Section XIV.a. of the IAB Terms, Advertiser represents and warrants that the Advertising Materials comply with all applicable laws, rules and regulations, including but not limited to local and sector specific advertising codes and industry guidelines regarding advertising and promotional campaigns (collectively, “Advertising Laws”). Advertiser understands and agrees that it is solely responsible for informing and providing Media Company with the required information and instructions to ensure that the Ad complies with the Advertising Laws.
Contrary to Section XIV.d. of the IAB Terms, the Agreement and any non-contractual obligations arising out of or in connection with it shall be exclusively construed, governed and interpreted by the laws of The Netherlands. For dispute resolution Parties will first file a request for mediation with the NAI secretariat in accordance with the NAI Mediation Rules. If such request fails to result in a comprehensive resolution, the dispute or any part thereof shall be resolved exclusively in accordance with the NAI Arbitration Rules. In such event the arbitral tribunal shall be composed of one arbitrator. The place of arbitration shall be Amsterdam and the arbitral procedure shall be conducted in the English language. Consolidation of the arbitral proceedings with other arbitral proceedings pending in the Netherlands, as provided in art. 1046 of the Netherlands Code of Civil Procedure, is excluded.
Further to Section XIV.f. of the IAB Terms, also sections 1, 2 and 3 of these WeTransfer Terms will survive termination or expiration of the Agreement.
Section IV.c. of the IAB Terms is deleted in its entirety and does not form part of the Agreement.