General

1. All advertisements accepted for publication by Attention Media Inc., in any of its online publications, platforms, exchanges, or Third Party Websites are accepted subject to these terms and conditions. Any other conditions proposed by the Buyer shall be void unless accepted by Attention Media Inc. in writing.
2. In these conditions:

“Advertiser” means the person whose goods or services are advertised;

“Advertisement” means programmatic display or video advertisements that are delivered to a Third Party Website via an advertisement exchange and shall include any digital collateral constructed by either the Buyer or Attention Media and/or its affiliates;

“Buyer” means the person placing the order for the insertion of the advertisement;

“Medium” means the exchange, or publication taking the booking;

“Advertising Exchange” means a specific platform where the exchange of advertisement creatives to Third Party Websites take place;

“Third Party Website” means the extended end site and placement of the Buyers Advertisement via an Advertising Exchange;

“Insertion Order” means a written authorization or purchase order to broadcast advertisement. An insertion order includes, but not limited to, instructions regarding the insertion date(s), number of insertions in a stated period, ad size, and ad placement;

“System of Record” means the authoritative data source and platform for a given data element or piece of information in relation to the performance of a campaign(s);

“Make Good” means credit given to the Buyer by the Advertiser as compensation to an error as mutually agreed upon and confirmed by Attention Media;

“Programmatic Advertising” means and is defined as an automated decision-making process of media buying by targeting specific audiences and demographics.

3. All advertisements are accepted subject to [bidding] space available and ad requirements met in the Medium.
4. Attention Media reserves the right to cancel any order without liability in the event of becoming aware of any meetings of creditors, bankruptcy, liquidation proceedings, the appointment of a receiver or administrative receiver over the whole or substantial part of the Buyer’s asses, or any indication whatsoever of financial difficulties.
5. These conditions and all other express terms of the contract between Attention Media and the Buyer shall be governed and construed in accordance with the Laws in the United States of America and the State of California. Both parties herby submit to the non-exclusive jurisdiction of the courts of the United States of America.

The Buyer agrees at all times in its conduct of business with or on behalf of Attention Media strictly to comply with all applicable laws, ordinances, codes, regulations, standards, and judicial and administrative orders (jointly “Applicable Laws”) relevant to its duties, obligations and performance including, without limitation, Applicable Laws related to bribery such as the United States Foreign Corrupt Practice Act and the UK Bribery Act and those enforced in the country where the Buyer is resident or conducts its business.

Buyer and its officers, directors, employees and agents shall engage only in legitimate business and ethical practices in commercial operations and in relation to its dealings with any employee or official of a government agency or any other government owned, operated or controlled entity or political parties or candidates (jointly “Government Official”). Neither Buyer nor any of its officers, directors, employees or agency shall pay, offer, give, promise or authorize the payment, directly or indirectly, of any monies or anything of value to any commercial contact or Government Official for the purpose or intent to induce such person to use his/her authority to help the Buyer, Attention Media, and/or any affiliate of Attention Media for personal gain or for that of Attention Media or its affiliates (any such act, a “Prohibited Payment”). A Prohibited Payment does not include a payment of reasonable and bona fide expenditures, such as travel or lodging expenses, which are directly related to the promotion, demonstration or explanation of products or services or the execution of performance of a contract, provided that such payments are permissible under Applicable Laws. Buyer further agrees not to accept any payment or other benefit in money or in kind from any person as an inducement or reward for any act or forbearance or in connection with any matter or business transacted by or on behalf of Attention Media.

Buyer to Contract as Principal

6. The Buyer warrants that the Buyer contracts with Attention Media as principal notwithstanding that the Buyer may be acting directly or indirectly for the Advertiser as an advertising agent or media buyer or in some other representative capacity. Where the Buyer is the Advertiser’s advertising agency, the Buyer warrants that it is authorized by the Advertiser to place the Advertisement with Attention Media.

Delivery and Ownership of materials

7. Materials delivered must conform to Attention Media specifications as well as the exact outlined specifications of the display or video advertisement spaces bid upon. Attention Media will communicate to the Buyer of all specific advertisement requirements during the Insertion Order stage. Failure to acquiesce to the specific guidelines upon delivery will result in a no-show of the Buyer’s advertisement on Third Party Website via an Advertising Exchange.
8. Attention Media reserves the right to change and charge, within reason, the Buyer for work it required to amend materials to conform to its specifications but accepts no liability for such work.
9. Any intellectual property rights in designs prepared by Attention Media shall remain the property of Attention Media and Advertisements including such designs may not be reproduced without Attention Media’s consent. Should the Buyer request to use Attention Media’s intellectual property, its design work done for the Buyer, the Buyer will be presented with a fee to purchase said property from Attention Media.

Booking Procedures

10. If an Advertisement includes a promotion, competition or a special offer of merchandise the Advertiser must provide full details to Attention Media on request.
11. In the event of a promotion, competition or a special offer of merchandise, Attention Media will not be held financial responsible for executing the actual promotion and all that it entails.

Prices, Payment terms and System of Record

12. Prices published by Attention Media from time to time are subject to revision at any time and orders are accepted on the condition that the price binds Attention Media only in respect of the period specified in the applicable rate card or Insertion Order.
13. If the Buyer cancels the balance of a contract to publish Advertisements, except in the circumstances set out in paragraph 26, all Advertisements will be paid for at the appropriate rate.
14. Prices are exclusive of applicable Tax which the Buyer shall additional be liable to pay to Attention Media.
15. Credit accounts must be settled in accordance with the terms shown on the invoice, which are strictly net. In default, all outstanding transactions will become liable for immediate settlement. Interest will be charged monthly on overdue accounts at the rate of 2% above the United States Federal Reserve Interest Rate.
16. Attention Media and its tracking tool(s) is the System of Record and campaign data measured through Attention Media’s system serves as proof of campaign performance.

Limitations on Attention Media’s Liability

17. Except to the extent specified in paragraph 20, Attention Media shall not be liable for any loss or damage suffered by the Buyer as a result of any total or partial failure (howsoever caused) of publication, distribution or availability of any Medium in which any Advertisement is scheduled to be included or for any error, misprint or omission in the display of any Advertisement. In the event of an error or omission by Attention Media, which detracts materially from the Advertisement, Attention Media will either provide a Make Good or make a reasonable refund of or adjustment to the price paid by the Buyer. No reinsertion, refund, or adjustment will be made for any other error or omission or where the error or omission is the result of delivery of materials which do not comply with Attention Media’s or an Advertising Exchange’s specifications.
18. The total liability of Attention Media to the Buyer for any act or omission of Attention Media, its employees or agents relating to any Advertisement shall not exceed the amount of a full refund of any price paid to Attention Media for the Advertisement or the cost of a reasonably comparable further or corrective Advertisement. Without limiting the foregoing, Attention Media shall not be liable for any loss of profits or business or for indirect or consequential loss. Attention Media accepts no liability for the replication of an error in an Advertisement ordered for more than one insertion unless notified immediately that the error occurs. Complaints regarding reproduction of Advertisements must be received in writing within one calendar month of the cover date.
19. Attention Media accepts no responsibility for the quality or reproduction of any photograph supplied by the Buyer, its agents or employees.

Cancellation or suspension

20. Cancellation or suspension of an Advertisement by the Buyer must be received in writing by Attention Media within the period specified by the appropriate Medium. Periods for acceptance of cancellation or suspension vary in accordance with differing production requirements.
21. Attention Media reserves the right to omit or suspend an Advertisement at any time for good reason, without liability to the Buyer and shall notify the Buyer as soon as possible. If such omission or suspension is due to the act or default of the Buyer, the Advertiser or their respective employees or agents, then the Buyer shall pay for the Advertisement in full notwithstanding that the Advertisement has not been published.

Buyer’s Warranties and Indemnities

22. The Buyer warrants that the Advertisement does not contravene the Federal Trade Commission (FTC) and is not in breach of any relevant legislation, including the Civil Rights Act of 1991 and any other legislation or regulation, which apply to specific Advertisers, products or services.
23. If any Advertisement submitted for publication contains the name or pictorial representation (photographic or otherwise) of any living person and/or any part of any living person and/or copy by which any living person is or can be readily identified, the Buyer warrants that the Buyer or the Advertiser has obtained the authority of such living person to make use of such name, representation and/or copy.
24. The Buyer will indemnify and hold harmless Attention Media from and against any claim that the Advertisement infringes the copyright, trademark or other intellectual property rights of any person or that it is defamatory or infringes any other right of any person. Attention Media reserves the right to withdraw and/or refuse to publish an Advertisement without liability to the Buyer if it reasonably believes that the Advertisement may make Attention Media or the Advertiser liable to any complaint, claim or proceedings.
25. The Buyer is solely responsible for fulfilling and dealing with any orders or inquiries relating to the goods, services, or promotion to which the Advertisement relates and will indemnify and hold Attention Media harmless accordingly.

Display Advertisements

26. If copy is to be supplied by the Buyer and its instructions nor deliverables are not received by the agreed date, no guarantee can be given that any agreed proofs will be supplied or corrections made and Attention Media reserves the right to repeat the most appropriate recent copy or omit the Advertisement. Where a layout or proof is submitted to the Buyer, it must be returned on the date specified and Attention Media reserves the right to publish the Advertisement in the same form as any layout or proof submitted if the layout or proof is not returned on the date specified. In any of these cases, the total price of the order will remain unaltered.
27. If, at its discretion, Attention Media considers it necessary to modify the space or alter the date or position of the Advertisement or make any other alteration to an Advertisement accepted for insertion, the Buyer will have the right to cancel the publication of the Advertisement if the alterations requested are unacceptable.
28. If the Buyer is supplying creative content or change of creative to be used in rotations, in the form of a redirected advertisement, the Buyer must inform Attention Media in advance.
29. In the case that copy and/or complete design of display advertisements is requested by the Buyer, Attention Media will coordinate with the Buyer to establish timeline and approval. Attention Media will provide this complete design of creatives free of charge and with a reasonable amount of revisions.
30. If an advertisement links to another site, the Buyer is responsible for maintaining the redirected site and its content. Attention Media may remove any Advertisement which contains content or links to a site, which in Attention Media’s opinion, is defamatory or objectionable or will bring Attention Media into disrepute. The Buyer will indemnify Attention Media from and against any claims or liability arising from links contained in an Advertisement.
31. If an Advertisement is supplied which does not comply with these terms and conditions or Attention Media receives complains regarding an Advertisement, Attention Media may, at its discretion, remove the Advertisement from display without reference or liability to the Buyer.
32. Attention Media will provide the Buyer with delivery statistics and campaign reports on a regular basis through the campaign period. The statistics and other reports provided by Attention Media shall, in the absence of manifest error, be binding on the Buyer and are in lieu of any other right of audit.
33. The Buyer’s sole remedy if Attention Media, or its third part subcontractors who may host and serve Advertisements, make an error in displaying any Advertisement is the cost of re-running the relevant Advertisement or a Make Good will be provided. Neither Attention Media nor its subcontractors shall be liable for failure to display the Advertisement caused by circumstances outside their control.

Display Advertisement Placement

34. Attention Media cannot guarantee the position or placement of any display Advertisement. Advertisements will be placed in accordance to the specified Advertisement size guidelines and in respect to the bidding process. Attention Media reserves the right to modify the wording of any classification or trade heading in the Medium of the Advertisement.
35. Requests for cancellation or reduction of an order may be considered by only if received in writing by Attention Media within 28 (twenty-eight) days from signing the order providing that such notification is made at least 28 (twenty-eight) days prior to the final copy date.
36. Changes in copy and/or graphics must be confirmed in writing by the Buyer in time for the changes to be made to the Advertisement by Attention Media. Attention Media reserves the right to charge for any additional expenses involved in such changes.