Effective September 1, 2023
Provi Ad Terms and Conditions
Each Product/Service Addendum can be viewed at the respective URLs below:
These Provi Ad Terms and Conditions together with any applicable Product/Service Addenda, and other attachment or exhibits hereto, (these “Terms”) govern Advertiser’s use of the services and purchase of advertising or media purchases from Tiz, Inc., a Delaware corporation doing business as Provi (“Provi”). By agreeing to run promotions or ads on the Site, entering into an IO/SOW/Order Form for services or ads on the Site, or by using the Site, Advertiser acknowledges that Advertiser has read, understands, and agrees to be bound by these Terms. If Advertiser does not agree with these Terms, Advertiser may not use the Site or Provi’s services related thereto. Provi reserves the right to modify or amend these Terms from time to time and by posting updated terms on this page.
Unless otherwise indicated on the SOW all payments should be remitted to: Tiz, Inc. dba Provi, 1 N. Dearborn, Suite 700, Chicago, Illinois 60602.
The IAB’s Standard Terms and Conditions Version 3.0, which can be found here, are incorporated by reference, and the term “IO” and “Statement of Work (SOW)” shall be used interchangeably.
Provi follows IAB Standard Terms and Conditions Version 3.0, modified as follows:
1. In the event a Statement of Work (“SOW”) is executed directly by the Advertiser, all obligations of “Agency” and “Advertiser” under the SOW shall be performed by Advertiser. SOWs shall include any order form or other writing or electronic consent executed between the parties for the purchase of services.
2. Unless specifically stated as “guaranteed”, all SOWs are non-guaranteed inventory.
3. Funds can be spent between the start and end date of an SOW and not necessarily consistently throughout the start and end date stated therein.
4. Data insights will only be provided when display and/or biddable funds are being spent and aligns with the start and end dates stated in the SOW. In the event that such funds are not spent prior to the end date, access to Data will end as of the end of fund spend.
5. Section III.a. (Invoices) shall be deleted and replaced as follows:
- Invoices. Advertiser and/or Agency agrees to pay Media Company the fees and expenses specified in the applicable SOW. Media Company's records shall be determinative for purposes of calculating all amounts paid or received under the SOW. Any payment once made by Advertiser or Agency to Media Company shall not be refunded or refundable to Advertiser or Agency for any reason. Advertiser is responsible for paying all taxes applicable to receipt of the services or Deliverables. Media Company reserves the right to suspend or terminate any services or future Deliverables for failure to timely pay fees and expenses. To the fullest extent permitted by applicable law, Media Company shall be entitled to collect any costs, expenses or reasonable attorneys’ fees resulting from the enforcement of this Section III.
6. Section III.b. (Payment Date) shall be deleted and replaced as follows:
b. Payment Date. Advertiser and/or Agency will make payment 30 days from its receipt of invoice from (or on behalf of) Media Company, or as otherwise stated in a payment schedule set forth on the SOW or Master Services Agreement between the parties. If original invoices was sent to Agency and remains unpaid within specified time period, Media Company may notify Agency that it has not received payment in such 30-day period and whether it intends to seek payment directly from Advertiser pursuant to Section III(c), below, and Media Company may do so five (5) business days after providing such notice. Amounts unpaid when due will accrue interest at a rate equal to the lesser of 1.5% per month and the highest rate permitted by applicable law.
7. Section VI.b. (Makegood Procedure) shall be deleted and replaced as follows:
b. Makegood Procedure. Advertiser acknowledges and agrees that, at times, there may be events, actions, or inventory issues that could adversely impact impression delivery. Advertiser further acknowledges and agrees that its purchase of 100% Share-of-Voice may preclude it from securing comparable makegoods. Accordingly, Advertiser acknowledges that for campaigns with a click-rate cost structure and is purchased at 100% Share-of-Voice, if the parties cannot agree to makegoods offered at Media Company’s discretion as to advertising program and estimated value, Advertiser shall not be entitled to assert a right to a credit.
8. Section IX
(Ad Materials) will have the following new subsection (h) added
h. Advertiser represents and warrants that: (a) that its advertising claims for its products used in connection with this SOW shall not be false or misleading; (b) that it has in its possession adequate and sufficient data to establish the truthfulness of any and all advertising and labeling claims and that past usage of the same or similar claims has occurred without, to such a party’s knowledge, any objections by the Federal Trade Commission, Food and Drug Association, or any other local, state or federal government agency; and (c) the content and Advertising Materials Advertiser delivers to pursuant to this SOW does not and will not infringe upon any third party intellectual property or proprietary right; (d) the content and Advertising Materials Advertiser delivers to pursuant to this SOW does not and will not slander, defame or libel any person; (e) the content and Advertising Materials Advertiser delivers to pursuant to this SOW does not and will not contain or include any content that is obscene, indecent, or constitute “Adult Content,” meaning .any material, including textual, audio or video material, which is violent or pornographic or which contains nudity, explicit violent or sexual material or depictions of violent or sexual acts; and (f) it will not introduce any viruses, malware, and the like into the Network Properties.
9. Section XII.d. shall be deleted and replaced as follows:
d. Use of Collected Data. Media Company owns and, unless otherwise specified in this Agreement, will retain all ownership relating to Collected Data and is considered Confidential Information of Media Company.
i. Unless otherwise authorized by Media Company, Advertiser will not: (A) use or disclose Collected Data for Repurposing; provided, however, that Performance Data may be used for Repurposing so long as it is anonymized and is not joined with any IO
Details or Site Data; (B) use or disclose IO Details of Media Company or Site Data to any Affiliate or Third Party.
ii. Unless otherwise authorized by Agency or Advertiser, Media Company will not: (A) disclose IO Details of Advertiser or Performance Data on a non-Aggregated basis for Repurposing, or (B) use or disclose any User Volunteered Data in any manner other than in performing under the IO.
iii. Advertiser, Agency, and Media Company (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.
10. Section XII (Non-Disclosure, Data Usage And Ownership, Privacy And Laws) will have the following new subsections added as follows:
i. Media Company may not be referenced in any Advertiser or Agency press releases or external communications without the prior written consent of Media Company's corporate communications department in each instance.
j. Neither Advertiser nor Agency may: (i) collect any personally identifiable information (PII) from users of Media Company's Site; (ii) place any cookies, applets, or other such files on computers of users of Media Company’s Site, unless and until those users also visit Advertiser’s site.
11. Section XIV.d. (Miscellaneous) shall be deleted and replaced as follows:
d. Conflicts; Governing Law; Amendment. In the event of any inconsistency between the terms of a SOW and these Terms, the terms of the SOW will prevail. All SOWs will be governed by the laws of the State of Illinois. Media Company and Agency (on behalf of itself and Advertiser) agree that any claims, legal proceedings, or litigation arising in connection with the SOW (including these Terms) will be brought solely in the state and federal courts covering Cook County, Illinois, and the parties consent to the jurisdiction of such courts. No modification of these Terms will be binding unless in writing and signed by both parties. If any provision herein is held to be unenforceable, the remaining provisions will remain in full force and effect. All rights and remedies hereunder are cumulative.