The following are certain general terms and conditions governing advertising placed on GOLF.com’s website on the Internet (the “Website”). The Web site owner is referred to herein as the “Publisher”. Any party placing advertising or other materials (collectively “Advertising Materials”) on the Website will be referred to herein as either (i) “Advertisers” for those placing Advertising Materials directly on their own behalf or (ii) “Agents” for those acting indirectly on behalf of Advertisers or other parties. Collectively Advertisers and Agents will be referred to herein as “Users”.
This Insertion Order incorporates by reference and is subject to the IAB/AAAA Standard Terms and Conditions version 2.0 which may be found at http://www.iab.net/media/file/standards_termsandcond2.pdf (the “IAB Terms”). This Insertion Order is also subject to the terms set forth below. To the extent any of the terms included herein conflict with the IAB Terms, these terms shall govern.
PAYMENT AND INVOICING
Advertisers and Agents are jointly and severally liable for payment of all invoices. Publisher will endeavor to deliver to Users an invoice setting forth in reasonable detail all amounts due which shall be deemed accurate unless disputed within 3 days of receipt by an applicable User. Users will make payment for all Advertising Materials no more than 30 days from receipt of invoice. Invoices will not be accompanied by proof of performance for the invoice period and failure by Publisher to send invoices within 180 days of delivery of all deliverables will not act as a waiver of any rights of Publisher with respect to either payment for Advertising Materials or any other rights of Publisher for which no invoice was sent during such period.
BILLING BASIS
Advertising Materials will be billed on actual ad delivery, capped at the contracted quantity, for all CPM/CPV/CPE/CPPV/CPLC/CPL buy types. Advertising Materials will be pro-rated and billed evenly over the course of the Advertising Materials flight for all Flat Fee buy types.
REPORTING
If requested in writing by a User, Publisher will provide confirmation that Publisher has commenced delivery of this Insertion Order. Publisher will make campaign reporting available upon written request, and such reports will contain only such information as has been mutually agreed upon by Publisher and the applicable User. If Publisher learns that it has failed to deliver agreed upon reporting metrics by the time agreed to by Publisher and User, Publisher must cure such failure within 10 business days. Failure to cure may result in a delayed payment for all activity for which data remains incomplete or missing, until Publisher delivers evidence of performance reasonably satisfactory to User.
CANCELLATION AND TERMINATION
Except in the case of material breach by Publisher, (i) sponsorships and exclusives are non cancellable beginning 10 days prior to launch and (ii) neither Agents nor Advertisers may cancel this Insertion Order if it incorporates inventory across multiple media.
BONUS IMPRESSIONS
Where User utilizes a 3rd Party Ad Server, Publisher will not bonus more than 10% above the bonus impressions specified in this Insertion Order (where such bonus impressions have been mutually agreed), without prior written consent from User. User will be responsible for all ad serving fees associated with rich media (including those relating to bonus impressions) except for fees associated with over-delivery by more than 10% above such guaranteed levels.
WEBSITE STANDARDS/PRIVACY POLICIES
Publisher shall retain complete editorial control over all elements of the Website. The Advertising Materials provided by Users shall not be contrary to the public interest, shall conform to Publisher’s then existing programs, operating policies and quality standards and are subject to Publisher’s prior approval and continuing right to reject, suspend the access of or require editing of such Advertising Materials. Users hereby represent and warrant that all submitted Advertising Materials (i) shall comply with (a) any industry codes or rules by which Users may be bound and (b) all applicable laws, rules, regulations and governmental or administrative order (including, without limitation, the Children’s Online Privacy Protection Act (if applicable) in connection with any information collected by User); (ii) shall not contain spyware, adware, or any other software designed to covertly gather customer information through a customer’s internet connection; (iii) shall not contain unauthorized embedded interactive triggers or other software that automatically diverts customers from any Publisher Website or service; (iv) is wholly owned and solely created by such User and such User controls all rights in and to the Advertising Materials, or will obtain from any creative contributors retained by such Users signed “work for hire” agreements assigning to such User or Publisher all copyright ownership in their contributions to the Advertising Materials; (v) is and will be wholly original, not libelous or obscene, not knowingly violating the right of privacy or publicity of any person, firm or entity, does not infringe any copyright of any third party and, as of the date of delivery to Publisher, will not have been published or distributed by such User or others (except for any of the following if identified by User and with prior written approval of Publisher (e.g., by email): (i) content in the public domain or (ii) content used with permission by its owner); (vi) free and clear of all mortgages, pledges, liens, encumbrances, charges, claims, title retention or other security arrangements, agreements or obligations to other persons, of whatever kind of character and that User has good and valid title to such Advertising Materials; and (vii) is accurate and all claims contained therein have been substantiated.
Advertiser and Agent shall jointly indemnify Publisher and its affiliates, and their respective directors, officers, employees and agents (the “Publisher Indemnified Parties”) from any liabilities or expenses (“Losses”) that may arise out of use of the distribution by Publisher of any Advertising Materials submitted by User, including to the extent that Publisher or its designee creates or contributes to such Advertising Materials and User approves of such Advertising Materials as delivered. Further, in the event the Publisher or its designee has agreed to provide contest or sweepstakes management services, email design or distribution or other promotional services in connection with an advertising commitment by Advertiser, all such services are performed upon the warranty of the Agent and Advertiser that they will, jointly and severally, indemnify and hold the Publisher Indemnified Parties harmless from and against any and all Losses arising out of the publication, use or distribution of any materials, products (including, without limitation, prizes) or services provided by or on behalf of the Agent or Advertiser, their agents and employees, including, without limitation, those arising from any claims. Advertiser’s indemnification obligations to the Publisher Indemnified Parties under the IAB Terms shall be joint and several with Agent.
MISCELLANEOUS TERMS
For purposes of this Insertion Order, “force majeure” shall, in addition to all standard events, also mean major news events. The laws of the State of New York shall govern this Insertion Order and Publisher and Agent (on behalf of itself and Advertiser) agree that any claims, legal proceeding or litigation arising in connection with this Insertion Order will be brought solely in the state or federal courts sitting in New York, New York, and the parties consent to the jurisdiction of such courts.
STANDARD MEDIA SPECIFICATIONS
Publisher hereby warrants that the proposed media plan is scalable but plan elements & details are subject to change based on advertiser’s final confirmed total spend for this proposal. Each plan will be adjusted accordingly based on client feedback and final confirmed campaign budgets.
Neither party is bound unless and until a separate definitive agreement containing mutually agreed terms and conditions is executed. All inventory is subject to change at any time and availability must be reconfirmed once Publisher has received final sign off on plan approval. All sponsorships, Roadblocks are non-cancellable; 14 day out clause for standard media. Frequency capping is excluded from this campaign. Viewability is excluded from this campaign. Rates must be adjusted if viewability applies. Flat Fee and Added Value impressions are estimated and not guaranteed. Opportunities available on a first-come, first-serve basis. Net costs do not include any agency or 3rd party serving fees. Proposal valid for 30 business days.
CREATIVE SPECIFICATIONS
All creative proposals and other materials must be sent to spec: http://www.direct2time.com/online/
All custom Advertising Materials (“Custom Ad Products”) requested from Publisher require a minimum of 4-6 week turn around.
Custom Ad Products will be billed off of Publisher’s Custom Ad Product 3rd party serving tag. Running Custom Ad Products adds another layer of tagging and data when 1×1 tracking is appended. Any 1×1 tracking that gets appended to the Customer Ad Products 3rd party serving tag will become 4th party data. Per Publisher’s Billing Policy, there shall be no billing off of 4th party data.
Viewability is excluded from Custom Ad Products.
RETARGETING
Publisher is protective of user privacy and experience. Retargeting is permitted only within the Publisher network; data collected via pixels appended to ad creative cannot be used to create user segments or to retarget users outside the Publisher network. The agency / client must sign a data use addendum to allow data collection pixels to run within the creative.