Last Updated: October 10th 2023
These Additional Terms & Conditions (the “Terms”) apply to the advertising products or services specified below that are made available by BDG Media, Inc. and W Media LLC (collectively herein referred to as “BDG” or “Media Company”) to you, the advertiser and/or the agency on behalf of advertiser, or agency, as applicable (“You”, “Your”). By purchasing or utilizing products or services from BDG, You agree to the applicable Terms set forth below. These Terms may be incorporated by reference into agreements entered into by You and BDG, including insertion orders (each, an “IO”). To the extent there is a conflict between these Terms and any such agreement, these Terms shall control, unless expressly overridden in writing in the IO (or other written agreement executed by both parties). For the avoidance of doubt, the Terms shall apply only to the extent those products are included in Your media plan or utilized in the execution of Your campaign. All other Product Terms that pertain to products that are not included in the media plan or utilized in execution of the campaign will not apply.
BDG reserves the right, at its sole discretion, to modify these Terms at any time by posting such modifications here. The Terms in effect on or before the effective date of Your IO apply to such IO, provided that changes addressing new products or services, or in compliance with applicable laws, rules, regulations, ordinances, and directives will be effective immediately when posted. Capitalized terms used but not defined herein shall have their meanings set forth in the IO or other applicable agreement. Any headings, or similar references, contained in these Terms are for convenience only and shall not be interpreted to limit or otherwise affect these provisions.
ALL ADVERTISING PRODUCTS
- The IO is governed by the AAAA/IAB Standard Terms and Conditions for Internet Advertising for Media Buys One Year or Less version 3.0 ("IAB Terms"), unless otherwise agreed in writing by the parties.
Restrictions on re-targeting / repurposing
- Unless otherwise authorized by Media Company, You will not: (A) use Collected Data for Repurposing; provided, however, that Performance Data may be used for Repurposing so long as it is not joined with any IO Details or Site Data; (B) disclose IO Details of Media Company or Site Data to any Affiliate or Third Party except as set forth in Section XII(d)(iii). All terms used in the foregoing sentence shall have the definitions ascribed to them in the AAAA/IAB Standard Terms and Conditions for Internet Advertising for Media Buys One Year or Less version 3.0.
- Unless specified otherwise below, you will make payment 30 days from your receipt of invoice from Media Company, or as otherwise stated in a payment schedule set forth on the IO.
- You agree that unpaid amounts are subject to a late fee of five percent (5%) per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection.
The terms below will apply only to the extent these products and services are included in Your IO or are utilized in execution of Your campaign.
- Media Company will only commence production on Custom Materials (as defined below) once the final concepts are approved by You, however production will be deemed to have “commenced” on the earlier of the date that Media Company incurs production expenses related to Your campaign or the date that such approval is communicated to Media Company in writing (email to suffice).
- You understand and agree that once production commences, any additional requests will be subject to additional charges in accordance with the rate card provided by Media Company.
- In connection with Media Company’s creation of the Custom Materials, Advertiser or Agency may provide Media Company with certain Advertising Materials, as defined in the AAAA/IAB Standard Terms and Conditions for Internet Advertising for Media Buys One Year or Less version 3.0 (“Advertising Materials”). Advertiser shall be solely responsible securing all rights and clearances for Advertising Materials for use in connection with Your campaign or Event, as applicable. Agency and Advertiser hereby grant Media Company a limited, irrevocable license to use the Advertising Materials and Advertiser’s name, logo and indicia (“Advertiser Marks”) solely in connection with Media Company’s provision of the Custom Materials.
- You represent and warrant that all Advertising Materials (including, without limitation, any Advertiser products) shall be safe and in compliance with all applicable laws, rules, and regulations including, but not limited to, applicable health codes and related standards and that Advertiser Materials shall not infringe or violate any common law or other right.
- “Custom Materials" includes any custom content, productions or events that are produced or created by Media Company in connection with the campaign including, without limitation, social content, influencer content, article content, video content, emails and newsletters, content studies and other branded content and all rich media units (i.e., non-IAB units). For the avoidance of doubt, content that consists solely of assets as supplied by client to Media Company (and specified as "client supplied assets" in the media plan) are expressly excluded from this definition and shall be considered "Advertising Materials" (as defined in the IAB Terms).
Custom Executions: Cancellation Policy
- Once production commences on a Custom Material, all such Custom Material line items are non-cancelable and You remain liable for the greater of (i) the amount of the campaign fee (or, if such line item is added value/gratis, the value provided for the same in the line item name in the IO) allocated to the Custom Materials line items as set forth in the IO, plus the amounts of such campaign fee allocated to any media units as set forth in the IO and delivered prior to the effective date of the termination or (ii) 50% of the total cost of the campaign. For clarity, to the extent a flat production fee is set forth in this IO, the same is earned and non-cancellable once production commences.
Custom Executions: Content Ownership and Usage Terms
- Media Company owns all rights to the Custom Materials (excluding any of Your materials contained therein). You may use the Custom Materials for unpaid uses only for one (1) year following the commencement date of the campaign (the “Usage Term”) solely on the following digital platforms for Your business in the United States and Canada: Your (i) owned and operated site and (ii) social media accounts on Instagram, TikTok, YouTube, Pinterest, Snapchat, Twitter, and Facebook; provided, however, that in each case, the Usage Term for any Custom Materials created or otherwise provided by or featuring influencer talent (“Influencer”) will commence on the commencement date of the campaign and end on the campaign end date, further provided that such usage term shall not exceed three (3) months (the “Influencer Usage Term”).
- During the period commencing on the date that is three (3) days prior to and ending three (3) days following the posting of Influencer commissioned Custom Materials, Influencer will not directly render services to Your top three (3) select competitors communicated in advance to BDG in writing. Any additional Influencer exclusivity terms requires BDG’s prior written approval and additional fees may apply.
- You may use the Custom Materials created, featuring or otherwise provided by Influencer during the Influencer Usage Term solely for unpaid uses and never in a manner that implies an endorsement by the Influencer of Your products or services. Any usage outside the scope of this section requires prior written approval from BDG and additional fees may be applicable. You are responsible for including all necessary FTC and other disclosures in connection with Custom Materials used in accordance with this section. You hereby grant to BDG a non-exclusive worldwide license to use, reproduce, transmit, display, perform, store, copy, and distribute Your trade names, trademarks, service names and other proprietary marks and/or copyrightable materials (collectively, “Your Marks”) solely as is necessary to perform BDG’s obligations under the IO. You grant BDG the right to use Your Marks, solely as they appear in the Custom Materials, in its marketing of BDG’s services.
- Sponsorship products (e.g., Platforms, Editorial, Issues and Re-Launch Packages and 1 day takeover products) are non-cancellable
- Upon signature of the IO, BDG will submit an invoice for the Event Fee specified in the IO. Payment is due as follows for Events: (i) 25% of the Event Fee is due upon signing the IO and (ii) the remainder is due no later than 30 calendar days before the Event start date, provided that if the Event is less than 30 calendar days from the date of IO signature, then the Event Fee is due and payable in full 14 calendar days before the Event start date.
- Event products are non-cancellable 60 days prior to commencement of the applicable event. Notwithstanding the foregoing, You are responsible for all hard costs incurred in connection with Your Event product.
- You understand and agree that once You accept final Event details in writing (email to suffice), any additional requests will be subject to additional charges.
- As consideration for Media Company's effort and expense in connection with Your Event, You agree that the Event Fee is non-cancelable and non-refundable (i.e., all scheduled advertisements will be paid for), even in the event that Media Company cancels Your Event due to Force Majeure or any other reason which would prevent or hinder Media Company's ability to execute Your Event. You understand and agree that a refund of the paid Event Fee will not be given under any circumstances and Media Company shall be entitled to any part thereof that has not yet been paid pursuant to the terms of this Agreement.
- You acknowledge and agree that BDG has the sole and exclusive right to photograph, tape, film, record, stream, broadcast, distribute or otherwise create material (collectively, “Event Content”) which displays, duplicates or reproduces performances and other behind the scenes footage at Your Event. You are not permitted to film or otherwise photograph, record or transmit/stream Your Event, without BDG’s prior written approval (and additional fees may apply).
- Unless otherwise agreed in writing by BDG, all Event Content shall be the sole and exclusive property of BDG.
- BDG may, in its sole discretion, provide you with a license to use certain Event Content solely for press or internal purposes (i.e., press releases, awards submissions, corporate sizzle for internal use). Additional fees may apply.
- All usage of Event Content featuring talent is subject to the terms contained in applicable talent agreements.
Social and Content Distribution
- For social and content distribution products sold on a CPV (cost per view) or CPM and billed on first party data are billed on a monthly basis and monthly billable delivery may not 100% align with intra monthly reporting (eg. weekly and/or biweekly reporting) due to data latency on the part of third-party data providers. Monthly invoices will reflect final actualized delivery. These line items will not be delivered evenly throughout the campaign.
Media Viewability Exclusions & Definition:
The products listed below are excluded from campaign viewability performance goals or requirements:
- Takeover, Roadblock or SOV Sponsorship placements – These products cannot be optimized for viewability because these products own all the inventory or ad slots in that section or page and therefore, we cannot optimize the product for viewability.
- Custom responsive Ad units – these products include (but are not limited to) Mobile Interscroller, Mobile slide-by, Edge to Edge, Outstream Video, and the Marquee which is BDG’s custom-built native ad unit. These ad products are non-standard and resize to a user’s screen size and therefore do not have true dimensions. If the product doesn’t have dimensions, it cannot be measured by a 3P viewability vendor because dimensions is a metric needed to measure viewability.
- Definition for viewability measurement: BDG Media follows the MRC Viewable Ad Impression Measurement Guidelines when measuring viewability for a campaign, available here.
- Apple News products cannot accept any third party monitoring/blocking, viewability, conversion or verification pixels because the Apple News platform will not accept them. Only approved standard impressions tracking vendor tags accepted.
- You must comply with the Advertising on Apples News content guidelines, available here: https://support.apple.com/guide/adguide/advertising-on-apple-news-content-guidelines-apd2b2b7aef1/1.0/icloud/1.0.
BDG-Produced Custom Ad Units
- You will provide required creative materials for the Custom Ads Units by the date indicated by BDG. Delayed submission of creative materials or approval of the Custom Ads may affect the campaign flight dates, and You are still responsible for the media purchased pursuant to the IO. BDG will request an extension of the flight for the number of days delayed allowing you to deliver all contracted impressions in full. If extension is not granted, you will still be responsible for paying for impressions not delivered due to creative or approval delays.
- You agree to allow BDG to draft and publish case studies related to the performance of the Custom Ads. Please request if you don’t want your Custom Ad included.
- As between the parties, BDG will own all right, title, and interest in the Custom Ads. The Custom Ads cannot be used on any other media property as they are proprietary to BDG.
Organic Social Media and Email Placements
- Organic Social Media Products and Email Placements have unguaranteed views and the follower count or subscriber list size is subject to change. These products will be delivered by Media Company. Third party serving/tracking for billing purposes will are not permitted.
- The quantity, frequency, and specific dates (which will be during the start and end dates specified in the media plan) of any organic social media and email placements delivered under the IO will be determined by BDG with date approved by the advertiser prior to running.
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