Master Terms and Conditions

Verizon Media offers our advertisers a suite of mobile and online display advertising, including video and native, which can be purchased via physical documents called insertion orders or online via our platforms. The below terms govern the sale of such advertising when you execute an insertion order referencing these terms or buy advertising directly through a Verizon Media online ad platform.

 

1.  INTRODUCTION AND DEFINITIONS.
We provide you and, if applicable, Authorized Users, access to our products, services, exchanges, platforms, and programs (each, a “Program”) for your use, subject to your compliance with these Master Terms and Conditions and Program Terms (the “Master Terms and Conditions”), as set forth below or as referenced in any insertion order or rider to an insertion order executed by you and us. These Master Terms and Conditions, together with any insertion order that you enter into that specifically references these Master Terms and Conditions (each, an “IO”), are collectively, the “Advertising Agreement.” In the Advertising Agreement, (i) an “Ad” is a promotional message (including any Verizon Media Code) that may consist of text, graphics, audio, video, or any combination thereof, and that is displayed on the Distribution Network for the purpose of promoting your products or services, (ii) “Affiliate” means, with respect to an entity, any other entity that directly or indirectly controls, is controlled by, or is under common control with such entity, where “control” means the power to direct the management and policies of such entity, or ownership of at least fifty percent (50%) of the common stock or other voting interests of such entity, (iii) “Authorized Users” means your agents, representatives, contractors, and any person or entity acting or apparently acting on your behalf, (iv) “Distribution Network” means the network of advertising channels, including all forms of media, applications, and devices, through which your Ads are distributed, whether on or off the Verizon Media Company Websites, (v) “Information” is, individually and collectively, all information you or an Authorized User provide, approve, or use (including our suggestions that you adopt) in connection with the Advertising Agreement, including all creative, titles, descriptions, trademarks, listings, abstracts, keywords, ad target options, domain names, content of Ads, data, data feeds,  embedded technology (e.g., pixels, tags), and URLs, (vi) “we,” “us,” and “our” mean Verizon Media Inc. (“Verizon Media”), (vii) a “Verizon Media Company” means Verizon Media, Oath Inc., or any company controlled by either of the foregoing, (viii) “Verizon Media Entities” are the Verizon Media Companies and their officers, directors, consultants, contractors, agents, attorneys, employees, third-party service providers, and third parties distributing your Ads via the Distribution Network, (ix) “Verizon Media Company Websites” means all the website pages, that are owned, operated, authorized, or hosted by or for the Verizon Media Companies, (x) “Verizon Media Code” is proprietary software code (e.g., pixels, tags) and related tools that we may offer to you in connection with a Program, and which are part of such Program, (xi) “PII” means personally identifiable information (i.e., information that, used alone or coupled with other information, could identify an end user), and (xii) “you,” “your,” and “Advertiser” mean the company named in the applicable IO or accepting these terms manually or electronically through a Verizon Media system. Terms used but not defined herein have the meanings given to such terms in any Program Terms, IO, or rider, as applicable. Terms used in any IO or rider, but not defined therein, have the meanings given to such terms in these Master Terms and Conditions or Program Terms. All definitions apply both to their singular and plural forms, as the context may require.

2.  CHARGES, FEES, AND PAYMENT.
For any advertising offering we provide or Program you use, you will pay us all charges and fees you incur, in the currency set forth on the applicable IO or in your online account, based on the metric set forth on the IO or in your online account. Except as may be set forth below, our measurements are the definitive measurements under the Advertising Agreement and will be used to calculate your charges. We will either submit an invoice to you at the email address on the IO or debit the payment method associated with your account. Any portion of a charge not disputed in good faith must be paid in full within 30 days of the invoice date. You must submit to us any disputes about charges to your account(s) in writing within 30 days of the invoice date, otherwise you waive such dispute and such charge will be final and not subject to challenge. If you fail to make any payment as set forth herein, you will pay all reasonable expenses (including attorneys’ fees and third-party collection costs, if applicable) incurred by us in collecting such charges. Charges and fees do not include any applicable sales, use, value-added, withholding, excise, or any other taxes or government charges, which are payable by you and are in addition to any amounts due us hereunder. All payments of service fees, unused promotional credits, and initial deposit(s) are non-refundable and our property. We will close accounts with no activity for more than 24 months and will assess an account closing fee not to exceed the lesser of U.S. $25 (or its equivalent) or the balance in the account. If a balance remains (other than unused promotional credits and initial deposits), we will attempt to refund any portion of such balance that you may be owed. If we are unable to refund any such balance using your contact information on file with us, we will dispose of the balance pursuant to our policies and procedures.

3.  ACCESS.
You will not: (i) use any automated means, including agents, robots, scripts, or spiders to access, monitor, scrape, or manage your account(s) with us, or to access, monitor, scrape or copy any Program, the Verizon Media Company Websites or Verizon Media Company systems, or any data therein, except those automated means expressly made available by us or authorized by us in advance in writing (e.g., third-party tools approved by us), (ii) bypass any robot exclusion headers on the Verizon Media Company Websites (including using any device, software, or routine to accomplish that goal), (iii) interfere or attempt to interfere with the proper working of the Verizon Media Company Websites, Programs, or systems, (iv) use or combine our Programs or offerings with software offered under an open source license which create any obligations on us, or grant to any third party any rights to, or immunities under, our intellectual property or proprietary rights in our offerings, or (v) make available to us or our Affiliates any PII of visitors, users, or customers of your website(s) in connection with your access or use of our offerings. You may provide access to our offerings or systems, including your password(s) related to your account(s), solely to Authorized Users, and to no other third party. You will promptly notify us in writing if you become aware of a potential breach of security relating to your account(s) with us (e.g., the unauthorized disclosure or use of your username or password). Authorized Users must comply with the Advertising Agreement and you are liable for their acts and omissions in connection with the Agreement, and any charges, costs, fees, or expenses they may accrue. You may use data made available to you in connection with a Verizon Media system, platform, or exchange, including data that may be obtained, collected, or derived as a result of any targeting parameters provided by us, solely to manage your advertising account(s) with us and you will not publish such data, create profiles of our users, augment your own user profiles, or use such data for retargeting except as permitted through our Programs. In order to improve our offerings, we frequently test traffic, implementations, and features, and you will pay for all charges as set forth in the applicable IO or your online account (e.g., impressions, clicks) during those tests, but not, for clarity, for the tests themselves. We may redesign or modify the organization, specifications, structure, and appearance of any location where your Ads may be displayed, but such redesign will not materially affect any ongoing ad campaign. Further, we reserve the right to modify or discontinue offering any offering or part thereof. Your Information and Ads must comply with our policies and specifications, which we may change from time to time. The Verizon Media Companies may provide free clicks, free impressions, credits, and discounts, including in connection with contests, incentives, promotions, or donations. If you have been granted API Access or you have been provided Analytics, you will be bound by the API Access & Analytics Program Terms currently located at https://verizonmedia.com/policies/us/en/verizonmedia/terms/advertising/apiaccess/index.html, which we may change from time to time.

4.  YOUR SITE AND INFORMATION.
The Verizon Media Companies are not responsible for any aspect of your or any third-party website(s). You represent, warrant, and covenant that: (i) all Information is, and will be updated to remain, current and accurate, and (ii) your Information is either original to you or you have secured all necessary rights and licenses for its use as contemplated by the Advertising Agreement, and you are responsible for all royalties, payments, and fees with respect thereto (e.g., performing rights society fees).

5.  USE OF INFORMATION.
In order to participate in any Program, you grant the Verizon Media Entities a non-exclusive, royalty-free, worldwide license in connection with all Programs to: (i) use, copy, adapt, reformat, recompile, truncate, and modify any part of the Information for public performance, public display, and distribution, (ii) access, index, and cache the website(s) to which your Ads link, or any portion thereof, by any means, including web spiders and crawlers, (iii) create and display in connection with your Ad copies of any text, images, graphics, audio, and video on the websites to which your Ads link, and (iv) distribute your Ads through the Distribution Network. Notwithstanding the foregoing, and except as set forth below, we will not reformat, truncate, or modify any Ad creative you provide us for premium display advertising. None of the Verizon Media Entities will have any liability for your Ads or Information. A Verizon Media Entity may refuse, reject, cancel, or remove any Ad, Information, or space reservation at its discretion at any time. Your Ads may be subject to inventory availability, and the final decision as to relevance is ours. Except as may be set forth below or on an IO (e.g., premium Ads), we do not guarantee that your Ads will be placed in, or available through, any part of the Distribution Network, nor do we guarantee that your Ads will appear in a particular position or rank.

6.  CONFIDENTIALITY AND PRIVACY. 

a. Although the vast majority of what you give us is intended for public display, “Confidential Information” means any information disclosed by you to a Verizon Media Company or by a Verizon Media Company to you, either directly or indirectly, in writing, orally, or by inspection of tangible objects that is designated as “Confidential,” “Proprietary,” or some similar designation. Information communicated orally and other intangible information will be considered Confidential Information if such information is confirmed in writing as being Confidential Information within a reasonable time after the initial disclosure. Confidential Information will not, however, include any information which: (i) was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing party, (ii) becomes publicly known and made generally available after disclosure by the disclosing party through no action or inaction of the receiving party, (iii) is already in the possession of the receiving party at the time of disclosure by the disclosing party as shown by the receiving party’s files, records, or other competent evidence prior to the time of disclosure, (iv) is obtained by the receiving party from a third party without a breach of such third party’s obligations of confidentiality, or (v) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information, as shown by documents and other competent evidence in the receiving party’s possession. The receiving party will not at any time (i) disclose, sell, license, transfer, or otherwise make available to any person or entity any Confidential Information of the disclosing party (except to disclose or make available to, in your case, your employees and Authorized Users, and in our case, our employees, agents, representatives, contractors, account managers, and Affiliates, in each case who have a legitimate need to know such Confidential Information), or (ii) use, reproduce, or copy any Confidential Information of the disclosing party, except as necessary in connection with the purpose for which such Confidential Information is disclosed to the receiving party by the disclosing party, or in connection with or as set forth in the Advertising Agreement. All Confidential Information will remain the disclosing party’s property and all documents, electronic media, and other tangible items containing or relating to any Confidential Information of the disclosing party will be delivered to the disclosing party promptly upon the disclosing party’s written request. Notwithstanding the foregoing, neither we nor you will be required to remove copies of the other party’s Confidential Information from any backup media or servers, provided the non-use restrictions set forth herein will apply to any Confidential Information retained by the Receiving Party. Nothing contained in the Advertising Agreement will prevent you or a Verizon Media Company from complying with privacy laws and regulations. If there is any conflict between the Advertising Agreement and the terms of the applicable Verizon Media Company privacy policies (each, a “Privacy Policy”) (as posted on or linked from a Verizon Media Company Website), the Advertising Agreement will control. The Privacy Policy between us as publisher and you as advertiser is currently located at:  https://verizonmedia.com/policies/xw/en/verizonmedia/privacy/enterprise/b2bprivacypolicy/index.html, which we may change from time to time.
The receiving party may disclose Confidential Information of the disclosing party in connection with subpoenas, court orders, other legal processes, or as otherwise required by law, provided that the receiving party gives the disclosing party prompt written notice of such requirement (unless expressly prohibited in writing in such subpoena, court order, or other legal process) prior to such disclosure and takes reasonable steps to protect the information from public disclosure, and provided further that any such disclosure is limited to the minimum extent necessary to comply with the legal requirement. Notwithstanding anything to the contrary in the Advertising Agreement or the applicable Privacy Policy, all data and information gathered or received by us in connection with the applicable Program, including your Confidential Information, and all information described in the applicable Privacy Policy, may be shared with and used by (i) the Verizon Media Entities, and (ii) certain selected third parties only in anonymous form. We may not issue any press release or other public statement regarding the Advertising Agreement or our relationship with you without your prior written consent. You may not issue any press release or other public statement regarding the Advertising Agreement or your relationship with us without our prior written consent.
b. In relation to the activities contemplated by the Advertising Agreement: (i) you and Verizon Media will each comply with all applicable Privacy Laws, where “Privacy Laws” means data protection, data security, and privacy laws, statutes, directives, regulations, ordinances, or treaties (including all Applicable Data Protection Law), and any Verizon Media policies or guidelines that Verizon Media provides or makes clearly available to you, and (ii) Verizon Media and Advertiser each agrees on behalf of itself and its respective Affiliates to be bound by the applicable terms and conditions, including all Annexes, Schedules, and Exhibits thereto, located at  https://verizonmedia.com/policies/ie/en/verizonmedia/terms/dpa/index.html  (the “Verizon Media  Data Processing Terms and Conditions”), which are incorporated into the Advertising Agreement by reference.  In the Verizon Media Data Processing Terms and Conditions, the “Parties” are Verizon Media EMEA Limited and its Affiliates on the one hand, and you and your Affiliates that engage in business with us on the other.  In Annex 1 to the Verizon Media Data Processing Terms and Conditions, any obligation to purchase or maintain insurance coverage is hereby deemed deleted.  Apart from the immediately preceding sentence, if there is a conflict between the Verizon Media Data Processing Terms and Conditions, including the Annex thereto, and any other part of the Advertising Agreement, the Verizon Media Data Processing Terms and Conditions will prevail. Unless otherwise defined in the Master Terms and Conditions, capitalized terms used in this Section 6 have the meanings given to them in the Verizon Media Data Processing Terms and Conditions. You will provide a valid generic email alias, which will be monitored and used for data protection enquiries and Data Subject requests. The Verizon Media generic email address is as follows: emea-legal@verizonmedia.com.
c. By using the Verizon Media Company Websites and any Programs, you and any person you allow to access and use your account may provide Verizon Media with Personal Data. By entering into the Advertising Agreement and providing such data, you agree (and will ensure that each other relevant person agrees) to our use of such data: (i) in accordance with our Privacy Policies (as may be amended by Verizon Media from time to time), and (ii) for the purposes of providing you with the Verizon Media Company Websites and Programs and to administer your account (including contacting you about the Verizon Media Company Websites, the Programs, your account, the Advertising Agreement, and any of our products or services or our Affiliates from time to time), and for the same purposes you agree to our disclosing such data to other Verizon Media Entities (and the transfer of that data to countries which may not afford the same level of protection of such data as the countries in which you initially access the Verizon Media Company Websites or Programs).

7.  REPRESENTATIONS.
a.
 We represent, warrant, and covenant that (i) we have sufficient authority to enter into the Advertising Agreement, (ii) the Verizon Media Company Sites are offered free of viruses, spyware, malware, or other malicious code, (iii) we will comply with all applicable laws, statutes, directives, ordinances, treaties, contracts, regulations, and Verizon Media Company policies and guidelines (collectively, “Laws”), and (iv) we will not engage in, nor cause others to engage in, spamming or improper, malicious, or fraudulent clicking, impression, or marketing activities relating to your advertising campaigns.
b. You represent, warrant, and covenant that: (i) you have the right and authority to enter into the Advertising Agreement, (ii) you are a business, not a consumer, (iii) all Information is free of viruses, spyware, malware, or other malicious code, (iv) a click on your ad will not cause damage to an end user’s computer, download a software application, change an end user’s settings, or create a series of sequential, stand-alone Ads (including by pop-up or pop-under window), (v) you will not engage in, nor cause others to engage in, spamming or improper, malicious, or fraudulent clicking, impression, or marketing activities relating to any Verizon Media system, platform, or exchange, (vi) your Information, Ads (including products and services referenced therein), the website(s) to which the Ads link, all emails, and other materials and technology in connection therewith, any tools or code you use or make available in connection with a Verizon Media Program, and any act or omission by you relating to your Ads: (A) do not violate any Laws, (B) do not infringe any copyright, patent, trademark, trade secret, or other intellectual property right of any person or entity, (C) do not breach any duty toward, or rights of, any person or entity, including rights of publicity and privacy, and (D) are not false, deceptive, or libelous, (vii) you will not reverse engineer, disassemble, reconstruct, decompile, copy, or create derivative works of any Verizon Media system, platform, or exchange, or any aspect or portion thereof, and (viii) you will not provide access to the Verizon Media systems, platforms, or exchanges, except to Authorized Users, who are bound in writing by use and confidentiality restrictions which are no less protective of us than those contained in this Advertising Agreement.

8.  INDEMNIFICATION.

a. Subject to Section 10, below, you will indemnify, defend, and hold harmless the Verizon Media Entities from all third-party claims, whether actual or alleged, that arise out of or in connection with your Information and Ads, your or Authorized Users’ use of any Program, Verizon Media Company Website, your website, or your or Authorized Users’ breach of the Advertising Agreement (collectively, “Your Claims”). You are solely responsible for defending any of Your Claims against a Verizon Media Entity, subject to such Verizon Media Entity’s right to participate with counsel of its own choosing, at its own expense, and for payment of all judgments, settlements, damages, losses, liabilities, costs, and expenses, including reasonable attorneys’ fees, resulting from all of Your Claims against a Verizon Media Entity, provided that you will not agree to any settlement that imposes any obligation or liability on a Verizon Media Entity without its prior express written consent.
b. Subject to Section 10, below, we will indemnify, defend, and hold you harmless from all third-party claims, whether actual or alleged, arising from (i) infringement of any valid U.S. copyright or trademark by our technology that generates and places Ads, as a result of using the Verizon Media systems in accordance with the Advertising Agreement, excluding data generated by Analytics, the content of searches, Ads, results we serve, and/or content contained therein, any content submitted or approved by you or a third party, including other of our advertisers or end users, and/or any technology of yours and/or a third party, and (ii) our breach of the Advertising Agreement (collectively, “Verizon Media Claims”). We are solely responsible for defending any Verizon Media Claims, subject to your right to participate with counsel of your own choosing, at your own expense, and for payment of all judgments, settlements, damages, losses, costs, and expenses, including reasonable attorneys’ fees, resulting from the foregoing to you, provided that we will not agree to any settlement that imposes any obligation or liability on you without your prior written consent. Notwithstanding any other provision in the Advertising Agreement, we will have no liability or indemnification obligation under the Advertising Agreement with respect to any Verizon Media Claim to the extent it is based on or arises out of: (i) the modification of any Program, Verizon Media Company Website and/or technology by you, an Authorized User, or a third party, (ii) the combination or use of any Program and/or technology with software, services, products, or technology of yours or a third party, or (iii) misuse of the Programs and/or Verizon Media Company technology.
c. The indemnified party(ies) (i) will give the indemnifying party prompt notice of the relevant claim (provided that a failure or delay in providing such notice will not relieve the indemnifying party’s obligations except to the extent prejudiced by such failure or delay), and (ii) cooperate reasonably with the indemnifying party, at the indemnifying party’s expense, in the defense of such claim.

9.  WARRANTY DISCLAIMER.
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, WE AND YOU DISCLAIM ON BEHALF OF EACH OF OURSELVES (AND, IN OUR CASE, ALL VERIZON MEDIA ENTITIES) ANY AND ALL WARRANTIES, REPRESENTATIONS, CONDITIONS, OR GUARANTEES, INCLUDING ANY WARRANTIES OF TITLE, MERCHANTABILITY, SERVICE QUALITY, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. THE DISTRIBUTION NETWORK, VERIZON MEDIA COMPANY SYSTEMS, PLATFORMS, EXCHANGES, WEBSITES, CODE, PROGRAMS, AND DOCUMENTATION ARE PROVIDED ON AN “AS IS” BASIS, WITHOUT WARRANTY, REPRESENTATION, CONDITION, OR GUARANTEE OF ANY KIND, EXPRESS OR IMPLIED, AND YOUR USE THEREOF IS AT YOUR OWN RISK.

10.  LIMITATION OF LIABILITY.
EXCEPT FOR LIABILITY ARISING OUT OF BREACH OF SECTION 6, ABOVE, AND ANY INDEMNIFICATION OBLIGATIONS UNDER SECTION 8, ABOVE, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY LIABILITY OF YOU OR THE VERIZON MEDIA ENTITIES IN CONNECTION WITH THE ADVERTISING AGREEMENT, UNDER ANY CAUSE OF ACTION OR THEORY, WILL BE STRICTLY LIMITED TO THE GREATER OF THE AMOUNT ALREADY PAID OR OWED BY YOU TO US PURSUANT TO THE ADVERTISING AGREEMENT IN THE SIX-MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE CLAIM AND U.S. $250,000 (OR ITS EQUIVALENT). EXCEPT FOR LIABILITY ARISING OUT OF BREACH OF SECTION 6, ABOVE, AND ANY INDEMNIFICATION OBLIGATIONS UNDER SECTION 8, ABOVE, IN NO EVENT WILL YOU OR ANY VERIZON MEDIA ENTITY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF, OR IN CONNECTION WITH, THE ADVERTISING AGREEMENT. YOU WILL NOT HOLD A VERIZON MEDIA COMPANY RESPONSIBLE FOR THE SELECTION OR RETENTION OF, OR ANY ACTS, ERRORS, OR OMISSIONS BY, ANY THIRD PARTY IN CONNECTION WITH THE ADVERTISING AGREEMENT, INCLUDING WITH RESPECT TO CLICKS AND IMPRESSIONS BY ANY THIRD PARTY ON YOUR ADS, REGARDLESS OF THE INTENT OF SUCH THIRD PARTY. NOTWITHSTANDING THE LIMITATIONS STATED IN THIS SECTION 10, YOU WILL REMAIN RESPONSIBLE FOR ANY AND ALL PAYMENT OBLIGATIONS ARISING UNDER SECTION 2 OF THESE MASTER TERMS AND CONDITIONS, WHICH AMOUNTS WILL NOT COUNT TOWARD THE MAXIMUMS STATED IN THIS SECTION.

11.  CANCELLATION AND TERMINATION.
a.    Cancellation.
 Different advertising offerings carry different cancellation periods. If your account is managed by us, you may cancel:  (1) Non-guaranteed Ads (including run-of-network, Native Ads, and video) on two (2) business days’ notice, (2) standard Xbox placements on two (2) business days’ notice unless they are associated with a custom Xbox solution, in which case both the custom Xbox solution and the standard Xbox placements are non-cancelable, (3) guaranteed or Premium display Ads on 14 calendar days’ notice, and (4) homepage or log-in takeovers on 30 calendar days’ notice (except during certain holiday periods which may be longer but will be identified on the IO or your online account before you commit).  Custom offerings, including Xbox custom solutions, or any offering joined with a research study, are non-cancelable. If you manage your own account via online access, you may be able to cancel Ad campaigns or individual line items more quickly. No matter the cancellation period, you remain responsible for all clicks or impressions actually delivered until such time as the cancellation is effective. In each instance, any required notice must be given to us in writing (email acceptable).
b.   Termination. At any time, for any or no reason, you or we may terminate the Advertising Agreement or your participation in any Program, and we may suspend or limit your participation in any Program or part thereof, including by removing your Ads. The Verizon Media Entities will not have any liability regarding the foregoing decisions. If you seek to terminate the Advertising Agreement during the pendency of an IO, we will treat your notice of termination as a request to cancel such IO, but (i) you remain responsible for all clicks or impressions actually delivered until such time as the cancellation and/or termination is effective, and (ii) any licenses you have granted us to display your Ads shall remain in effect until such time as cancellation and/or termination is effective. Upon termination of the Advertising Agreement or the suspension or discontinuation of your participation in any Program, your outstanding payment obligations incurred under the Advertising Agreement will become immediately due and payable upon receipt of an invoice from us. Sections 2, 3 (fourth and fifth sentences only), 4 (ii only), and 5 through 15 of these Master Terms and Conditions, the defined terms of the Advertising Agreement, along with any other terms identified in a rider as surviving will survive termination of the Advertising Agreement.

12.  NOTICES.
We may give general business notices to you by posting on the applicable Verizon Media Company Website, in your online account with us, or by email to the address provided by you. You must ensure that your contact and account information is current and correct, and promptly notify us in writing of any changes to such information. We will send all legal notices to you regarding indemnification, Confidential Information, and/or breach of the Advertising Agreement (“Legal Notices”) via recognized overnight courier, certified mail, return receipt requested, to the physical address set forth on the applicable IO or in your online account, but if not therein identified, via email to your address on file. You will send all Legal Notices to us via recognized overnight courier or certified mail, return receipt requested, to: Deputy General Counsel, Transactions, Verizon Media  Inc., 22000 AOL Way, Dulles, VA 20166.

13.  CHOICE OF LAW; VENUE.
The terms of the Advertising Agreement and any dispute relating thereto or between you and us will be governed by the laws of the State of New York, without regard to conflict/choice of law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to the Advertising Agreement. You and we agree to submit to the exclusive jurisdiction of the state and federal courts located in the borough of Manhattan, New York. Any claim against us will be adjudicated on an individual basis and will not be consolidated in any proceeding with any claim or controversy of any other party.

14.  OTHER.
The Advertising Agreement constitutes the entire agreement and understanding between you and us regarding the subject matter contained herein and supersedes all proposals, representations, claims, and communications in all forms of media (including all instructions, messages, and policies), written and oral, regarding the subject matter contained herein. No terms or conditions other than those set forth in these Master Terms and Conditions or IO(s), will be binding on us unless expressly agreed to in writing by us. If there is a conflict between the Master Terms and Conditions, Program Terms, and any IO, the conflict will be resolved according to the following order of precedence: (1) Program Terms, (2) Master Terms and Conditions, and (3) IO. Notwithstanding the foregoing, an IO may amend the Master Terms and Conditions or Program Terms only if the amended terms contained in such IO: (i) apply only to the placements listed in the IO, (ii) apply only to that IO and not to any other IO(s), and (iii) specifically identify the provision(s) of these Master Terms and Conditions they amend. Only a written instrument specifically waiving compliance that is executed by whichever of you or us is entitled to waive such compliance may waive any term(s) or condition(s) of the Advertising Agreement. No waiver by you or us of a breach of any provision hereof will be deemed a waiver of any other breach of such provision or a waiver of the provision. If any provision of the Advertising Agreement is held or made invalid or unenforceable for any reason, such invalidity will not affect the remainder of the Advertising Agreement, and the invalid or unenforceable provision will be replaced by a valid provision that has a similar economic effect. Neither we nor you will have any liability under the Advertising Agreement by reason of any failure or delay in the performance of our or your obligations on account of strikes, shortages, riots, acts of terrorism, insurrection, fires, flood, storm, explosions, earthquakes, Internet or electrical outages or brownouts, computer viruses, acts of God, war, governmental action, or any cause that is beyond our or your reasonable control. You and we are independent contractors and nothing in the Advertising Agreement will be construed to create, evidence, or imply any agency, employment, partnership, or joint venture between you and us. Except as otherwise set forth in the Advertising Agreement, neither you nor we will have any right, power, or authority to create any obligation or responsibility on behalf of the other and the Advertising Agreement is not intended to benefit, nor will it be deemed to give rise to any rights in, any third party. Notwithstanding the foregoing, you acknowledge and agree that the Verizon Media Companies will be third-party beneficiaries to the Advertising Agreement and will be entitled to directly enforce, and rely upon, any provision in the Advertising Agreement which confers a benefit on, or rights in favor of, them. You may not assign, sublicense, or transfer the Advertising Agreement or any right or duty under the Advertising Agreement. Any assignment, transfer, or attempted assignment or transfer in violation of this Section 14 will be void and of no force or effect. We and our subsequent assignees may assign, delegate, sublicense, or otherwise transfer from time to time the Advertising Agreement, or the rights or obligations hereunder, in whole or in part, to any person or entity such as to our Affiliate(s). Our advertising offerings, Programs, systems, platforms, and exchanges are proprietary to us and are protected by the applicable state, federal, and international intellectual property laws and we retain all rights, title, and interests in them, together with all derivative works, modifications, enhancements, and upgrades, but excluding your Information. Any rights not expressly granted in the Advertising Agreement are reserved by you or us, as applicable, and all implied licenses are disclaimed. As used in the Advertising Agreement, the word “including” is a term of enlargement meaning “including without limitation” and does not denote exclusivity, and the words “will,” and “must” are deemed to be equivalent and denote a mandatory obligation or prohibition, as applicable. In each instance in the Advertising Agreement wherein we reserve the right to change policies or specifications, you will only be held to such changes if we provide them to you or make them conspicuously available to you. We reserve the right to revise these Master Terms and Conditions but any such revisions will only apply to new or revised IOs entered into after the date of any such terms revision (i.e., not IOs that are running). Services and obligations to be performed by us hereunder may be performed by other Verizon Media Companies and third-party service providers.

15.  AGENCY.
If you are an advertising agency, reseller, or other entity representing advertisers (“Agency”), this Section applies, and in such case, “you,” “your,” and “Advertiser,” as used throughout the Advertising Agreement, mean the Agency that executes an IO or logs into a Verizon Media system, platform, or exchange, together with said Advertiser.
a.  Agency represents, warrants, and covenants that: (i) it is the authorized agent of the Advertiser and has the legal authority to enter into the Advertising Agreement on behalf of the Advertiser, make all decisions, and take all actions relating to the Advertiser’s accounts, (ii) by Agency executing an IO or otherwise enrolling an Advertiser in a Program, the Advertiser is also entering into the Advertising Agreement, (iii) Agency will not, without our prior written consent: (a) make any representation, guarantee, condition, or warranty concerning any Program or Verizon Media Entity, including that Agency is an affiliate or partner of a Verizon Media Entity, (b) make any commitments (e.g., guarantees as to placement of Ads) to an Advertiser or potential Advertiser regarding any Program, (c) negotiate any terms or conditions related to the Programs which may affect the rights, protections, and obligations of a Verizon Media Entity, or that are inconsistent with the Advertising Agreement, or (d) engage in any telesales or telemarketing in connection with any Program, and (iv) Agency will perform its duties pursuant to the Advertising Agreement in a professional manner consistent with the requirements established by us. Upon our request, Agency will immediately deliver to us each agreement that designates Agency as the Advertiser’s agent and authorizes Agency to act on the Advertiser’s behalf in connection with the Advertising Agreement. In the event of a termination of your relationship with an Advertiser, such Advertiser may continue to use the Information, including account and performance history with respect to its Ads, and Agency will no longer have API Access for such Advertiser’s accounts. Agency will not at any time use data or information received in connection with the Advertising Agreement (i) to conduct any marketing efforts targeted at our existing advertisers, or (ii) with an Advertiser other than the one in connection with which the data or information was received.
b.  Sequential Liability. In the United States, we will hold Agency liable for payments due under Section 2, above, solely to the extent Agency has received payment from such Advertiser; for sums not received by Agency, we will hold the Advertiser solely liable (“Sequential Liability”); provided, however, (i) if we do not offer credit to the applicable Advertiser, we will notify you of such rejection prior to the start of the applicable campaign (email acceptable), and in such case, if you elect to proceed with the campaign, and unless otherwise agreed upon in writing between or among Agency or Advertiser, on the one hand, and us, on the other hand, Agency and Advertiser will be jointly and severally liable for all payment obligations pursuant to Section 2, above, and you hereby waive any Law that may require us to proceed against one or more of you prior to proceeding against any others who may also be liable, and (ii) if Agency (A) breaches or allegedly breaches Section 15a(i), above, or (B) fails to comply with our request to confirm whether an Advertiser has paid to it in advance funds sufficient to make payments pursuant to Section 2, above, Agency will be obligated to immediately pay all such amounts due us regardless of whether it has received payment from such Advertiser. You acknowledge that we may directly contact any Advertiser represented by Agency, including if we have not received payment for such Advertiser’s account within 60 days from the date of the applicable invoice.

16.  TRADE COMPLIANCE. To participate in any Program or advertising offering, you must comply with the export laws and regulations of the United States and trade controls of other applicable countries, including the Export Administration Regulations of the U.S Department of Commerce, Bureau of Industry and Security, and the embargo and trade sanction programs administered by the U.S. Department of Treasury, Office of Foreign Assets Control. Unless authorized under a U.S. government license, you agree that you will not transfer any items, software, technology, or other deliverables that the Verizon Media Companies provide to you under the Advertising Agreement to: (i) countries, nationals, and governments subject to U.S. embargo, or (ii) entities identified on U.S. government export exclusion lists, including the Denied Persons, Entity, and Specially Designated Nationals Lists.

17.  ANTI-CORRUPTION COMPLIANCE. To participate in any Program or advertising offering, you must comply with all applicable anti-corruption laws, including the Foreign Corrupt Practices Act, in relation to the Advertising Agreement. You will not offer to pay, or pay, anything of value to anyone, including foreign governmental officials or related persons or entities, on a Verizon Media Company’s behalf to corruptly (i) influence any official act or decision, (ii) secure any improper advantage, (iii) obtain or retain business, or to direct business to any person or entity, or (iv) induce or reward any favorable action in any matter related to the subject of the Advertising Agreement or the business of a Verizon Media Company.

DISPLAY ADVERTISING PROGRAM TERMS – If you purchase display Ads (including video and Native Ads), the following terms also apply.
Your Ads must comply with our then current policies and specifications currently located at https://adspecs.verizonmedia.com, which we may change from time to time. We will use commercially reasonable efforts to (a) deliver impressions in the amounts and locations as specified in an IO, and (b) provide a reasonably balanced delivery of the Ads set forth on an IO, where applicable.

1.  DEFINITIONS.
Non-guaranteed Ads” are Ads which are displayed on a space-available basis and are not guaranteed to appear; you pay only for Non-guaranteed Ads that are delivered. Non-guaranteed Ads include Native Ads, run-of-network Ads, and dynamically priced Ads (such as dCPM or oCPM).  Desired KPIs for Non-guaranteed Ad campaigns may appear on an IO, but you agree that any listed KPIs are targets only and do not affect your payment obligation. Ads with the Pricing Type of “dCPM,” “oCPM,” “dCPC,” or “oCPC” are dynamically priced Ads whose delivery is optimized by Verizon Media.  dCPM and oCPM mean the average price per thousand impressions, and dCPC and oCPC mean the average price per click. Verizon Media will bill you based upon the actual number of impressions or clicks delivered, as applicable, without exceeding the budget specified. When you use a Verizon Media pre-approved third-party ad server, which cannot account for dynamic pricing, we will report the total cost to you so you can accurately determine your effective CPM. “Premium Ads” are those Ads that are reserved by you to run on specific sites at specific times (e.g., on Yahoo Sports during the playoffs).

2.  DELIVERY.
At your direction, we may optimize your campaign by modifying the line items of an IO. We must approve in advance in writing the serving of Ads by anyone other than us. For Ads in an IO that specify frequency caps, we will use commercially reasonable efforts to comply with such frequency caps, provided that you agree that we are not liable if your Ads are viewed in excess of the frequency cap. For dynamically priced campaigns, we may adjust the location of, and price for, your Ads in an effort to meet your stated target goals (e.g., CPC, CPA). For Premium Ads, if your Information, including any updates, is not given to us three (3) days prior to its anticipated distribution or does not conform to our policies and specifications, (i) we are not required to fulfill the Premium Ads portion(s) of the IO, and (ii) you are still responsible for the media purchased pursuant to the IO.

3.  MAKE GOODS. For Premium Ads only, if we fail to deliver, by the end of the period specified in the IO, the aggregate number and type of impressions as agreed in the IO, or the impressions are delivered in the wrong location, then (a) you will only be billed for the impressions actually delivered under the terms of the IO, and (b) your sole and exclusive remedy is limited to the following: delivery of the remaining impressions at a later time in a comparable position as determined by us, and/or an extension of the term of the IO to allow for delivery of the remainder of the impressions, in each case at prevailing rates. Make goods are not available in connection with Non-guaranteed Ads, cost-per-day or flat fee Ads, or with line items identified as “Added Value” on the IO.

4.  DATA USAGE.
In addition to the restrictions set forth above in these Master Terms and Conditions, you and we agree as follows:
a.  Definitions. (i) “IO Details” are details set forth in an IO but only when expressly associated with you or us, including ad pricing and placement information, Ad description, and Ad targeting information, (ii) “Performance Data” is data regarding a campaign gathered during delivery of an Ad pursuant to an IO (e.g., number of impressions, interactions, and header information), but excluding Site Data or IO Details, (iii) “Site Data” is any data that is (a) our preexisting data used by us pursuant to an IO, (b) gathered pursuant to an IO during delivery of an Ad that identifies or allows identification of us, our site, brand, content, context, or users, or (c) entered by users on any Verizon Media Company Website, (iv) “Repurposing” means retargeting a user or appending data to a non-public profile regarding a user for purposes other than performance of an IO, and (v) “Aggregated” means a form in which data gathered under an IO is combined with data from numerous campaigns of numerous advertisers and precludes identification, directly or indirectly, of any particular Advertiser.
b.  Use of Data. Unless otherwise authorized by us, you will not: (i) use IO Details, Performance Data, or Site 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, or (ii) disclose our IO Details or Site Data, except as a Transferring Party. Unless otherwise authorized by you, we will not use or disclose your IO Details, Performance Data, or a user’s recorded view or click of an Ad, each of the foregoing on a non-Aggregated basis, for Repurposing or any purpose other than performing under an IO, compensating data providers in a way that precludes identification of you, or internal reporting or internal analysis. You and we (each, a “Transferring Party”) will require any third party or Affiliate used by the Transferring Party in performance of the IO on behalf of such Transferring Party to be bound by confidentiality and non-use obligations at least as restrictive as those on the Transferring Party, unless otherwise set forth in the IO.

5.  AD TARGETING.
Unless otherwise set forth on an IO, when geographic targeting is employed, all Verizon Media placements are targeted to the United States only.

6.  HOMEPAGE AND EMAIL LOGIN TAKEOVERS; FLAT-FEE BUYS.
All Verizon Media homepage and email login takeover (as opposed to rotational buys) impressions may be displayed on a PC, smartphone, tablet, and/or other device, and we will only be responsible for the aggregate delivery of the total number of impressions across all devices on the date(s) set forth on the IO, notwithstanding any line-level impression numbers stated on the IO. Line items identified as flat-fee or fixed-price placements are sold on a cost-per-day basis, regardless of the number of impressions or clicks delivered. Notwithstanding anything to the contrary set forth on an IO, (i) any impression levels listed in connection with the flat-fee line(s) are merely estimates and are not guaranteed, and (ii) no make good will be made available to Advertiser in connection with any such impression levels.

7.  FIRST-PARTY DATA.
Verizon Media accepts Advertiser’s data for use in targeting Ads provided Advertiser and the data comply with the Verizon Media Pixel and Custom Audience Policy currently located at: https://verizonmedia.com/policies/xw/en/verizonmedia/privacy/enterprise/pixelandcustomaudience/index.html, which we may change from time to time.

8. NATIVE AD BUYS.
For Ads delivered in the stream of content via Verizon Media’s native ad server or otherwise (“Native Ads”) (i) such Ads are Non-guaranteed Ads and will be served by Verizon Media, (ii) Verizon Media measurements will be used for billing purposes, (iii) on some placements where space is limited, we may only show certain elements of your Native Ad, and (iv) at your direction, we may optimize your account by modifying campaigns, including changing the price of your bids and your budget type.  You are only billed for Native Ads that are delivered, up to the budget set forth on the IO.

9.  EDITORIAL ADJACENCIES.
We acknowledge that certain advertisers may not want their Ads placed adjacent to content that promotes pornography, violence, or the use of firearms, or contains obscene language (“Editorial Adjacency Guidelines”). We will use commercially reasonable efforts to comply with the Editorial Adjacency Guidelines with respect to Ads that appear on Verizon Media Company Websites. For Ads shown on the remainder of the Distribution Network, our sole responsibilities with respect to compliance with these Editorial Adjacency Guidelines will be to obtain contractual representations from our participating network publishers that such publishers will comply with Editorial Adjacency Guidelines and to provide the remedy specified below. Should Ads appear in violation of the Editorial Adjacency Guidelines, your sole and exclusive remedy is to request in writing that we remove the Ads and not bill you for such Ads. After you notify us that specific Ads are appearing in violation of the Editorial Adjacency Guidelines, we will make commercially reasonable efforts to correct such violation within 24 hours. If such correction materially and adversely impacts the IO, we will negotiate in good faith mutually agreed changes to such IO to address such impacts. Notwithstanding the foregoing, Advertiser will not be entitled to any remedy for any violation of the Editorial Adjacency Guidelines resulting from Ads displayed on properties that Advertiser is aware, or should be aware, may contain content in potential violation of the Editorial Adjacency Guidelines. The Editorial Adjacency Guidelines do not apply to any page that contains user-generated content, such as user comments. Instead, we will make commercially reasonable efforts to ensure that Ads are not placed adjacent to content that violates the terms of use applicable to such site. Advertiser’s sole remedy for our breach of such obligation will be to submit written complaints to us (email acceptable), whereupon we will review such complaints and remove user-generated content that we, in our sole discretion, determine is in violation of our terms of use.

10.  THIRD-PARTY BILLING.
For those Ads for which we allow third-party billing, that option is governed by the Online Third-Party Billing Program Terms currently located at: https://verizonmedia.com/policies/us/en/verizonmedia/terms/advertising/3pbillingdisplaypt/index.html, which we may change from time to time.

11.  VIEWABLE ADS (vCPM).
a. Notwithstanding anything to the contrary stated or referenced herein, for any line item set forth herein designated as subject to a viewability guarantee in the placement name (except for added value companion banners) (“vCPM Ads”), Verizon Media will deliver no less than the percentage of impressions set forth on the IO for each such line item as “Viewable” in accordance with the most recent Viewable Ad Impression Measurement Guidelines, prepared by Media Ratings Council, Inc. (“MRC”) (“Viewability Minimum”) and as measured and invoiced based on reports produced by us or a third-party vendor that is certified by the MRC to measure vCPM Ads and that has been approved by Verizon Media for the IO (“Vendor”). If you use a Vendor, you agree to either (i) provide Verizon Media with daily access to reporting for vCPM Ads directly from Vendor during the campaign term or (ii) provide daily reporting from Vendor directly to Verizon Media. If you fail to provide such access or reports as set forth in the foregoing sentence, Verizon Media may (i) pause the vCPM Ads until such access or report is provided, and/or (ii) proceed with the campaign using Verizon Media’s reports for measurement and invoicing purposes. Verizon Media will calculate the total number of billable vCPM Ads for which to invoice you each month during the term of the IO by multiplying the total percent of Viewable impressions, as determined by us or Vendor (as applicable), by the total delivered impressions as measured by us or a Third-Party Ad Server (as applicable). Verizon Media may over-deliver the vCPM Ads to achieve the Viewability Minimum; provided however, Verizon Media will not invoice you in excess of the budgeted vCPM Ads for the applicable placement. Verizon Media reserves the right to dispute any Vendor measurements and you and we agree to reconcile any such dispute within 10 days. Verizon Media is not responsible for any fees incurred by Advertiser from Vendor and/or Third-Party Ad Server (as applicable).
b. Unless otherwise set forth on the IO, Verizon Media will not guarantee viewability on the following inventory, and the above vCPM terms are not applicable to the following placements: all homepage and mail login buys, Native Content, premium formats (including wallpaper, pushdown, mobile, iPad), roadblocks and sponsorships, certain video placements including: branded syndication products, audience guarantees, mobile, connected TV, companion banners, overlay Ads, Moments buys, and CPC, CPV, and CPCV offerings.

12.  COST PER COMPLETED VIEW (CPCV).
All Ads set forth on a line bearing a CPCV billing metric will be billed at the rate specified on the IO for each video that runs to completion with at least 50 percent of the pixels in view, as measured and invoiced by us or a third-party vendor that has been approved by us. CPCV Ads are Non-guaranteed Ads, so no make goods are available, but you are only billed for CPCV Ads that play to completion. 

13.  COST PER VIEW (CPV).
All Ads set forth on a line bearing a CPV billing metric will be billed at the rate specified on the IO for each video that runs for at least three (3) seconds with at least 50 percent of the pixels in view, as measured and invoiced by us or a third-party vendor that has been approved by us (provided that Native Ads are always served by us and billed on our numbers).  CPV Ads are Non-guaranteed Ads, so no make goods are available, but you are only billed for CPV Ads that play for at least three (3) seconds. 

14. COST PER COMPLETED LISTEN (CPCL).
All audio Ads set forth on a line bearing a CPCL billing metric will be billed at the rate specified on the IO for each such Ad that runs to completion, as measured and invoiced by us or a third-party vendor that has been approved by us. CPCL audio Ads are Non-guaranteed Ads, so no makegoods are available, but you are only billed for CPCL audio Ads that play to completion.

15.  PROGRAMMATIC BUYS.
If the IO includes placements on a Verizon Media programmatic buying platform (collectively, the “Platform”) the following terms will also apply to such Platform placements (note: the following terms only apply when the Platform placements are set forth on the IO and Verizon Media will be managing the campaign within the Platform on your behalf (managed service); separate terms would be required if you desire to access and manage campaigns within the Platform UI directly (self-service) or if you are using a separate demand side platform or bidder). Verizon Media, on your behalf, shall have the ability to launch and edit advertising campaign(s) during the flight dates, increase or decrease maximum bids for advertising inventory, set flight dates and frequency limitations, pause/start advertising campaigns, configure optimization objectives and pacing, upload media, access reporting, create retargeting and conversion pixels, and choose placements and targeting.  For buys labeled as Programmatic Guaranteed (“PG” or “PGD”), the following terms apply:  PG Ads are treated as Premium Ads for cancellation purposes (see Section 11(a) of the Master Terms, above), but treated as Non-guaranteed Ads for the purposes of billing and makegoods (i.e., you are only charged for PG impressions actually delivered, unless sold on a flat-fee or CPD basis, and no makegoods are available for underdelivery). 

16.  XBOX.
All Xbox placements will be served by us and our numbers will be used for billing. With respect to any Xbox custom solution (e.g., an Xbox Mini-Game, Xbox Live Avatar prop/item, or Branded Destination/Landing Experience), as between you and us, we own all right, title, and interest in and to such custom solution, any licensed music therein, and its code, but excluding any Information that may be contained therein.

17.  FRAUD.  
We will not charge you for any impressions that we determine are fraudulent.

18.  NATIVE CONTENT (e.g. RYOT).
For any lines on the IO that refer to your sponsorship of original custom content created by Verizon Media or its Affiliates, such as articles, listicles, infographics, photo galleries, videos, etc. (“Native Content”), the following terms will apply to such placements
a. Non-cancellation. All Native Content sponsorships and placements on the IO pertaining to the Native Content are non-cancellable after the editorial kick-off meeting between the parties that is scheduled by Verizon Media.
b. Advertiser Branding and Disclosure. Advertiser will be identified as the sponsor of each piece of Native Content, with “Sponsored by [advertiser]” or “Presented by [advertiser]” or similar attribution appearing on Verizon Media’s sites whenever a piece of Native Content is displayed. Upon expiration of the term of the IO, Verizon Media may, but will not be obligated to, remove Advertiser’s name or marks from pieces of Native Content on Verizon Media’s sites.
c. Approval. Verizon Media will have creative control over all Native Content; however, Advertiser shall have the right to approve final Native Content, but such approval shall not be unreasonably withheld or delayed. Native Content is subject to additional fees for extra rounds of editorial revisions beyond those stated in the timeline provided to Advertiser on the kick-off call. Such costs will depend upon the scope of additional work needed and total additional fees will be presented to Advertiser before any revisions are made.
d. Native Content Start Date. Advertiser acknowledges and agrees that the Native Content inventory may have a different start date than that listed in the IO. Verizon Media will adjust the start date based on your approval of the Native Content.
e. Advertiser Marks. Any content, data, logos, trademarks, service marks or other materials provided by Agency or Advertiser (collectively, the “Advertiser Marks”) that are incorporated into the Native Content or otherwise used on Verizon Media’s sites in connection with the sponsorship (including on a Hub (defined below)) are Advertiser’s Information.
f. License. Except for any Advertiser Marks, as between Advertiser and us, we (and our licensors, as applicable) shall own all right, title, and interest in and to the Native Content (including the right to create derivative works therefrom). Verizon Media hereby grants Advertiser a royalty-free, non-transferable license during the term of the IO to publicly display and promote the Native Content on Advertiser’s owned and operated websites and/or Advertiser-branded social media accounts in the same form and format as provided to you by us. Advertiser agrees to provide attribution to Verizon Media any time the Native Content is used and include an active link back to the Native Content on Verizon Media’s site.
g. Trademark License. Solely in connection with the Native Content, during the term of the applicable IO, Verizon Media grants to Advertiser a limited, non-exclusive, non-transferable, royalty-free license to use our trade names, trademarks, or service marks (“Verizon Media Marks”) and Advertiser grants to Verizon Media and our Affiliates a limited, non-exclusive, non-transferable, royalty-free license to use the Advertiser Marks (collectively, together with the Verizon Media Marks, the “Marks”); provided that each party: (i) does not create a unitary composite mark involving a Mark of the other party without the prior written approval of such other party, (ii) displays symbols and notices clearly and sufficiently indicating the trademark status and ownership of the other party’s Marks in accordance with applicable trademark law and practice, and (iii) complies with all written guidelines provided to it by the other party related to use of the other party’s Marks. Each party acknowledges the ownership right of the other party in the Marks of the other party and agrees that all use of the other party’s Marks will inure to the benefit, and be on behalf, of the other party. Each party acknowledges that its use of the other party’s Marks will not create in it, nor will it represent it has, any right, title, or interest in or to such Marks other than the licenses expressly granted herein.
h. Take Down of Native Content. Should Verizon Media believe that any particular item of Native Content could negatively impact either or both of the parties, Verizon Media may request that Advertiser remove such item from any websites where Advertiser has posted such Native Content and Advertiser shall pull down and cease displaying any such Native Content as soon as practicable but in no event later than two (2) business days after such request.
i. Hub. Where Advertiser has sponsored an entire section of a Verizon Media site (a “Hub”) on which the Native Content will appear, the following terms will apply:

  1. Editorial Content. In addition to the Native Content, Verizon Media may also post to the Hub third-party, original, and/or curated editorial pieces that are thematically aligned and relevant to the topic of the Native Content (the “Editorial Content”). Verizon Media’s editorial teams will have sole discretion with respect to the creation, publication and promotion, if any, of the Editorial Content on the Hub. As between us and Advertiser, we (and our licensors, as applicable) shall retain all right, title and interest in and to the Editorial Content. Should Advertiser have concerns about any of the Editorial Content, Advertiser may notify Verizon Media and the parties will work together in good faith to determine a mutually agreeable solution.
  2. Sponsorship Name for Hub. Verizon Media will clear the rights to the name of the Hub (e.g., “HuffPost Food for Thought”), and such name and any marks associated therewith will be owned by Verizon Media. Should Verizon Media be unable to clear a Hub name, Verizon Media will work with Advertiser to determine a suitable replacement name for the Hub.
  3. Hub Sponsorship Term. Verizon Media may remove Advertiser’s name and logo as the sponsor of the Hub after the IO term ends.

19.   EFFECTS OF TERMINATION. Sections 4(b), 10 (until such time as all charges and fees have been paid in full), 18(b) (second sentence only), and 18(f) (first sentence only), and this Section 19 of these Display Advertising Program Terms will survive termination or cancellation of the applicable IO.

API ACCESS PROGRAM TERMS – If you participate in the API Access Program in a particular country, the following terms also apply.

1.  USE. If we grant you API Access in connection with a Program (“API Access Program”), API Access will be considered part of such Program. “API Access” is the ability, via the API Code, to access certain Program account information and/or features, and to execute commands for your Program account(s). You may not use your API Access, including any data obtained therefrom, for purposes other than managing your Program account(s) to which the API Access relates. If your use of a Program terminates, your API Access to such Program will terminate immediately. We may limit, modify, or terminate your API Access, in our discretion, at any time, and such modifications may require you to make changes, at your expense, to the API Code for continued API Access. “API Code” is software enabling API Access created by you or us using an interface we specify. You may not use API Access pursuant to this section if you are party to another agreement with a Verizon Media Company that provides for such access. If you act as an Agency, the API Access Program gives you, and not your Advertiser(s), API Access.

2.  CODE. If we give you Verizon Media Code, either the API Code itself or software to be incorporated into the API Code developed by you, we grant you a non-exclusive, revocable, non-transferable, non-sublicensable, limited, internal-use license to use the Verizon Media Code given to you by us solely for API Access. Upon our request, you will make the API Code available to us for our review, and notify us of the features and functionality of such API Code and the application to which the API Code connects. Your use of API Access must not place an unreasonable or disproportionately large load on our systems (as determined by us) or exceed access frequency limits set by us from time to time.

3.  EFFECTS OF TERMINATION. If you or we terminate your involvement in the API Access Program, you must promptly remove or have removed the applicable Verizon Media Code from your website(s) and anywhere else it appears under your control.

ANALYTICS PROGRAM TERMS – If you participate in the Analytics Program in a particular country, the following terms also apply.

1.  USE. We may provide you with Analytics in connection with a Program(s) for your use (“Analytics Program”). “Analytics” is Verizon Media Code for insertion on your webpages to enable the analytical tools available for your account (e.g., Dot pixel). Provided that you install Analytics, Verizon Media Code will be delivered into the Internet browser of visitors to your website(s) during their interaction with your website(s). Subject to the terms of the Advertising Agreement, we grant you a non-exclusive, revocable, non-transferable, non-sublicensable, limited, internal-use license for use with your account to use, execute, and display Analytics on your website. During the Analytics set-up process, we may append certain parameters to the URL associated with your Ad to enable the Analytics Program. You may not edit or delete such parameters, which would prevent the proper functioning of Analytics and would render impaired or inaccurate results. In connection with the Analytics Program, you may not, directly or indirectly, transmit to a Verizon Media Entity any PII of the visitors to your website(s), and must comply with the Verizon Media Pixel and Custom Audience Policy currently located at: https://verizonmedia.com/policies/xw/en/verizonmedia/privacy/enterprise/pixelandcustomaudience/index.html, which we may change from time to time.

2.  EFFECTS OF TERMINATION. If you or we terminate your involvement in the Analytics Program, you must promptly remove or have removed the Analytics from your website(s) and anywhere else they appear under your control.

FOREIGN MANAGEMENT PROGRAM TERMS – If you participate in the Foreign Management Program, the following terms also apply.

1.  USE. We provide you access to our Program for management of foreign advertising accounts (“Foreign Management Program”) for your use. If you request, or we provide, account management, editorial recommendations, and/or other services in connection with your separate advertising account(s) with a non-Verizon Media Company (e.g., Yahoo Japan), or (ii) a Verizon Media Company located outside of the United States ((i) and (ii), collectively, are “Foreign Entities”), you are enrolling in the Foreign Management Program and authorize us to act on your behalf in connection with any advertising you place, or seek to place, with a Foreign Entity. The terms and conditions of any advertising placed with a Foreign Entity and managed through this Program may be subject to an IO and separate terms and conditions imposed by the Foreign Entity, for which you will remain solely responsible despite your participation in the Foreign Management Program.

2.  SCOPE OF MANAGEMENT. You agree that in connection with the Foreign Management Program, (i) we may share your Confidential Information with the applicable Foreign Entity, (ii) we may take any actions necessary in furtherance of your advertising objectives, and (iii) we will have no liability for the underlying advertising product(s) or service(s) provided by any Foreign Entity.

3.  EFFECTS OF TERMINATION. Sections 1 (second and third sentences only), 2, and 3 of these Foreign Management Program Terms will survive any termination of these Foreign Management Program Terms.

These Master Terms and Conditions were last updated on February 1, 2020.