Provi Self-Service Ad Addendum

  

This Self-Service Ad Addendum (“Self-Service Addendum”) is incorporated into the Provi Ad Terms and Conditions and governs the purchase of self-service Services (defined below) from Tiz, Inc., a Delaware corporation doing business as Provi and its subsidiaries (collectively, “Provi”). By agreeing to run self-service promotions or ads from the Ads Self-Service Platform, entering into a SOW/Order Form for services or ads on the Provi Platform/Site through the Ads Self-Service Platform, or by using the Provi Platform as set forth herein, Advertiser acknowledges that it has read, understands, and agrees to be bound by this Self-Service Addendum and these terms. To the extent there is a conflict between the Provi Ad Terms and Conditions and this Self-Service Addendum, the terms of the Self-Service Addendum shall control.

 

1.          DEFINITIONS.

1.1           “Ad Tech Provider” means Provi’s third-party ad tech provider including but not limited to Maplebear, Inc. d/b/a Instacart.

1.2    “Campaign” means the promotion of Advertiser’s Product(s) by Provi as specified in the Order Form, beginning on the Campaign Start Date and ending on the earlier of (i) the date the Budget Cap specified in the Order Form is achieved and (ii) the Campaign End Date.

1.3    “Advertiser” means the entity so identified on the Order Form.

1.4          “Campaign End Date” means the last date the Campaign is run on the Provi Platform, as specified in the applicable Order Form.

1.5  “Campaign Start Date” means the first date the Campaign is run on the Provi Platform, as specified in the applicable Order Form.

1.6    “End User” means a Provi customer on the Provi Platform.

1.7    “Fees” means the fee specified in the applicable Order Form or Order.

1.8           “Provi Data” means any and all data or information (i) generated by Advertiser’s use of the Provi Platform, (ii) gathered during delivery of a Campaign or allows identification of Provi, Provi’s Platform, brand, content, context or users, (iii) entered by users on the Provi Platform, and/or (ii) provided by Provi to Advertiser hereunder, including but not limited to Reporting Information, and any usage and performance data derived from Campaigns.

1.9           “Provi Platform or Site” means the websites and mobile applications owned and operated by Provi. The terms “Site” and “Provi Platform” shall be used interchangeably.

1.10 “Order Form” mmeans an order form, statement of work, insertion order or any writing or electronic consent executed between the parties for the purchase of Services subject to this Self-Service Addendum including the electronic purchase of Services through the Ads Self-Service Platform.

1.11   “Product” means the Advertiser product(s) identified in an Order Form or in Promotional Materials.

1.12 “Promotional Materials” means all promotional, advertising, marketing, display and other materials provided by or on behalf of Advertiser to Provi and/or Ad Tech Provider, including, but not limited to, products, product packaging, product names, sweepstakes/contests and other promotions and rules related thereto, slogans, logos, trademarks, plans, ideas, marketing claims, creative materials, artwork, layouts, works, content, data, images, photographs, graphics, multimedia, audio, video, audio-visual and other content, in any media or formats now known or developed in the future

1.13  “Redemption Fee” means, with respect to a coupon campaign, the fee per coupon redemption as listed in the Order Form.

1.14   “Reporting Information” mmeans data pertaining to the Campaign in the form provided by Provi.

1.15  “Services” means the promotion of Advertiser’s Product(s), by Provi as specified by the Order Form and the provision of Reporting Information with respect thereto.

 

2.   PROVI PLATFORM; SERVICES.

2.1  Ads Self-Service Platform.  Subject to the terms of this Self-Service Addendum, Provi may make available to Advertiser an advertising buying platform wherein Advertiser can submit Order Forms on a self-service basis (such platform, the “ Ads Self-Service Platform”). If an Order Form is accepted by Provi or its Ad Tech Provider, which Provi may do in its sole discretion based on factors including but not limited to product eligibility, product relevance, cost per click (“CPC”) or CPM bid price, and estimated click-through-rate, Provi will deliver Promotional Materials as the applicable inventory becomes available. Any Campaign spend or credit available amount visible to Advertiser through the Ads Self-Service Platform are estimated amounts and Advertiser acknowledges there may be a delay in posting the actual amount in the Ads Self-Service Platform. Provi will determine the size, placement, and positioning of such Order Form. Provi does not guarantee the level of activity Advertiser will receive from such Campaigns, including, but not limited to, the number of impressions or clicks Advertiser will receive. Unless otherwise specified within the Ads Self-Service Platform, Advertiser may suspend or cancel Campaigns placed through the Ads Self-Service Platform at any time within the Ads Self-Service Platform. Advertiser shall be responsible for its access and use of the Ads Self-Service Platform, including access and use by its employees. In accordance with this Self-Service Addendum, Advertiser shall keep account login and password information confidential and will not disclose such to any third party unless authorized in writing by Provi. Ad products available on Ads Self-Service Platform are subject to any additional applicable product specific terms set forth below.

Advertiser agrees that neither it nor any of its agents, employees, agencies, or other authorized users will modify or change any information, data, or access rights in the User Management portion of the Ads Self-Service Platform.

2.2 Services. Advertiser authorizes Provi and/or its Ad Tech Provider on Provi’s behalf to run the Campaign featuring Advertiser’s Promotional Materials on the Provi Platform or any content or property (each an “Advertising Platform”) provided by Provi or its affiliates on behalf of Provi. Advertiser is solely responsible for all: (i) the content of Campaigns, (ii) Promotional Materials trafficking or targeting decisions (e.g., keywords) (“Targeting”), and (iii) the services and Products advertised in the Campaign. Provi via its Ad Tech Provider will run the Campaign in accordance with these Terms and the specifications set forth in the Order Form. Notwithstanding the foregoing, Provi via its Ad Tech Provider, at its sole discretion, will determine the appearance, placement, and timeframe for Campaigns, except as may otherwise be specified in the Order Form, and the Advertiser authorizes Provi and its affiliates to use automated tools to format Promotional Materials. Provi via its Ad Tech Provider on Provi’s behalf may also make available to Advertiser certain optional features to assist Advertiser with the selection or generation of Targeting or Campaigns. Advertiser is not required to use these optional features and, as applicable, may opt-in to or opt-out of usage of these features. However, if Advertiser uses these features, then Advertiser will be solely responsible for the Targeting and Campaigns resulting from use of such features. Provi and/or its Ad Tech Provider on Provi’s behalf may reject or remove a specific Targeting or Campaign at any time for any or no reason. Provi or its Ad Tech Provider on Provi’s behalf may modify or cancel Services at any time. Unless specifically stated as “guaranteed”, all Order Forms are non-guaranteed inventory.

2.3 Reservation-Based Services.  From time-to-time Provi and Advertiser may agree to certain Services for reservation-based Campaigns through the execution of an Order Form. Each Order Form executed by the Parties shall be subject to these Terms and shall be non-cancellable and nonrefundable upon execution. Subject to the terms of the Order Form, Provi, at its sole discretion, will determine the placement, location and timeframe for display or distribution of Promotional Materials. 

2.4  Promotional Materials.  Advertiser must deliver all Promotional Materials to Provi no later than two (2) weeks prior to the Campaign Start Date, unless otherwise specified in the Order Form, and in the format specified or requested by Provi and/or its Ad Tech Provider. Advertiser acknowledges it shall be liable to the extent any delays in such delivery result in a delay of the fulfillment of the Services. All Promotional Materials are subject to approval and acceptance by Provi. The approval and/or the promotion of a Campaign by Provi will not be deemed (i) to be a statement or opinion by Provi that the Promotional Materials comply with applicable federal, state and local laws, requirements, or regulations or (ii) to render Provi legally responsible or liable for any Promotional Materials. Advertiser remains liable for any Promotional Materials. Advertiser shall abide by any Provi ad policies in effect and made available to Advertiser on the Provi Platform, or otherwise provided to Advertiser. Provi reserves the right to reject the use of Promotional Materials in whole or in part. Except as otherwise provided herein and subject to these Terms, Advertiser hereby grants Provi a non-exclusive royalty-free right and license to use the Promotional Materials, including without limitation Advertiser’s trademarks, service marks, trade names, trade dress, slogans, taglines, and brand names (“Company Marks”) and any and all designs, artwork, domain names, copyrighted works, photographs, images, videos, audio, content, copy, product descriptions, and any and all other related intellectual property rights or right of publicity in the Promotional Materials (collectively, with Company Marks, “Company IP”), for the sole purpose of fulfilling its obligations under this Self-Service Addendum and providing the Services under this Self-Service Addendum and the Order Form during the applicable Campaign Term(s). All goodwill arising from the use of Company IP in connection with the Services will inure to the benefit of Advertiser.

2.5   Third Party. Where Advertiser is using the Ads Self-Service Platform or Services on behalf of a third-party that is not a signatory to the Order Form (each a “Client”), Advertiser represents and warrants:

     

1. it has the authority from its Client to make all required representations and warranties or grant any licenses or other permissions or authority under this Self-Service Addendum and to bid on, purchase, and place Campaigns on behalf of its Clients. Upon Provi’s request, Advertiser shall provide written evidence of the foregoing;

2. all of Advertiser’s actions related to this Self-Service Addendum or the Order Form will be within the scope of such authority; and

3. Advertiser shall be solely responsible and liable for compliance with the terms of this Addendum by itself and its Clients, including, but not limited to, all payment obligations.

3.   REPORTING INFORMATION.  Advertiser may access Reporting Information through the Ads Self-Service Platform. Reporting Information shall be considered Provi’s Confidential Information.

 

4.   PAYMENT. Advertiser agrees to pay Provi the fees and expenses specified in the applicable Order Form within thirty (30) days of receipt of a valid invoice from Provi unless otherwise specified in the Order Form. Advertiser is responsible for all changes made to any original Order Form by Advertiser or any of its agents, employees, agencies, or other authorized users through the Ads Self-Service Platform. For changes made in the Ads Self-Service Platform, Advertiser will pay Provi based on the budget and schedule set forth in the Ads Self-Service Platform. 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. Advertiser is responsible for paying all taxes applicable to receipt of the Services. Provi reserves the right to suspend or terminate any Campaign for failure to timely pay fees and expenses. To the fullest extent permitted by applicable law, Provi shall be entitled to collect any costs, expenses, or reasonable attorneys’ fees resulting from the enforcement of this Section.

 

5.   INDEMNIFICATION.

5.1          Indemnification by Provi. Subject to Section 5.3, Provi will defend, indemnify and hold harmless Advertiser from any and all damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) (collectively, “Losses”) resulting from any claim, demand, judgment, or proceeding (collectively, “Claims”) brought by a third party alleging that the Provi Platform infringes or misappropriates any third party intellectual property right. Notwithstanding the foregoing, neither Provi nor Ad Tech Provider will be liable for any Losses resulting from Claims to the extent that such Claims result from (i) Provi’s use of the Promotional Materials (ii) Advertiser's use of, or access to, the Provi Platform or Ads Self-Service Platform not in accordance with the terms of the Terms & Conditions or this Self-Service Addendum; (iii) any modification of the Provi Platform (other than by Provi), without Provi’s written consent; (iv) any modification to the Ads Self-Service Platform (other than by Ad Tech Provider) without Ad Tech Provider’s written consent or (v) the combination, operation, or use of the Provi Platform with other applications, product(s), services, hardware, or materials where the Provi Platform would not by itself be infringing.

5.2          Indemnification by Advertiser. Subject to Section 5.3, Advertiser will defend, indemnify, and hold harmless Provi, its affiliates and Ad Tech Provider, from all Losses resulting from any Claims brought by a third party arising from or in connection with (i) the Promotional Materials, including the infringement of an intellectual property right by any Promotional Materials or allegation that any Promotional Materials are false, misleading, or defamatory; (ii) the Product(s) including product liability allegations, or (iii) breach of any of its representations, warranties, covenants or agreements contained in this Self-Service Addendum. Ad Tech Provider is an intended third party beneficiary of this section.

5.3         Procedure. The indemnified Party will promptly notify the indemnifying Party of all Claims of which it becomes aware (provided that a failure or delay in providing such notice will not relieve the indemnifying Party’s obligations except to the extent such Party is prejudiced by such failure or delay), and will: (i) provide reasonable cooperation to the indemnifying Party at the indemnifying Party’s expense in connection with the defense or settlement of all Claims; and (ii) be entitled to participate at its own expense in the defense of all Claims. The indemnified Party agrees that the indemnifying Party will have sole and exclusive control over the defense and settlement of all Claims; provided, however, the indemnifying Party will not acquiesce to any judgment or enter into any settlement, either of which imposes any obligation or liability on an indemnified Party without its prior written consent.

 

6.   LIMITATION OF LIABILITY.  PROVI AND AD TECH PROVIDER WILL NOT BE LIABLE TO ADVERTISER FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER INDIRECT DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, DAMAGE TO BUSINESS REPUTATION OR LOST DATA) ARISING OUT OF OR IN CONNECTION WITH THE ATTACHED ORDER FORM. PROVI’S ENTIRE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE ATTACHED ORDER FORM, WHETHER IN CONTRACT OR TORT, WILL NOT EXCEED THE AMOUNT PAID BY ADVERTISER TO PROVI UNDER THE ORDER FORM GIVING RISE TO SUCH LIABILITY IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

 

7.   CONFIDENTIAL INFORMATION. “Confidential Information” shall include any non-public business, technical, financial or other proprietary information a Party (the “Receiving Party”) may receive from the other Party (the “Disclosing Party”) during the term of this Self-Service Addendum, including the terms and conditions of this Self-Service Addendum. Both Parties agree to hold the other Party’s Confidential Information in confidence and not use such Confidential Information except to the extent necessary to exercise its rights or fulfill its obligations hereunder or disclose such Confidential Information to a third party. Each Party may disclose Confidential Information only internally to its employees and independent contractors who have a need to know such information and who are bound by obligations of confidentiality no less protective than those set forth herein. Confidential Information will not include: (i) information that is or becomes publicly available through no fault of the Receiving Party, (ii) was in the Receiving Party’s possession or known by it without restriction prior to receipt from the Disclosing Party, (iii) was rightfully disclosed to the Receiving Party by a third party without restriction, or (iv) was independently developed by the Receiving Party without use of any Confidential Information of the other party. A Receiving Party may make disclosures of the Disclosing Party’s Confidential Information required by law or court order provided, to the extent legally permissible, it uses reasonable efforts to notify the Disclosing Party so that the Disclosing Party may try to limit disclosure and obtain confidential treatment or a protective order for that Party’s Confidential Information.

 

8.   INTELLECTUAL PROPERTY; DATA OWNERSHIP.  Advertiser acknowledges and agrees that Provi owns all right, title, and interest in and to the Provi Platform including all derivatives and any modifications, updates, revisions or enhancements thereto, as well the Provi Data (but excluding the Promotional Materials). As between Advertiser and Provi’s Ad Tech Provider, Ad Tech Provider owns all right, title, and interest in and to the Ads Self-Service Platform. For purposes of clarification only, Provi Data is Confidential Information of Provi. Unless otherwise authorized by Provi, Advertiser will not use or disclose Provi Data; however, Reporting Information may be used by Advertiser so long as it is anonymized and is not joined with any other Provi Data. Advertiser may not: (i) collect any personally identifiable information (PII) from users of Provi’s Platform; (ii) place any cookies, applets, or other such files on computers of users Provi Platform unless and until those user’s also visit Advertiser’s site.

8.1         Provi and/or its Ad Tech Provider will not be referenced in any Advertiser press release or external communications without the prior written consent of Provi’s corporate communications department in each instance.

 

9.   REPRESENTATIONS AND WARRANTIES.  Advertiser represents and warrants that (i) it has the legal authority to enter into this Self-Service Addendum and perform the obligations set forth herein, (ii) it has all necessary consents, licenses, authorizations, and rights needed to provide the licenses herein, and authorized use of the Promotional Materials will not violate any applicable law or any third party agreements; (iii) it will at all times comply with all laws applicable to the performance of its obligations and exercise of its rights under this Self-Service Addendum; (iv) all advertising claims, content, copy, or messages contained in Promotional Materials (whether express or implied) will be accurate, not misleading, and supported by sufficient data within the Advertiser’s possession to reasonably substantiate 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; (v) the Promotional Materials will not be false, misleading, defamatory, harassing, or threatening; (vi) the Promotional Materials will not infringe, misappropriate or otherwise violate the rights of any third party or libel, defame or slander any third party and (vii) the content and Promotional Materials used do not and will not contain or include any content that is obscene, indecent, 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. Further, Advertiser represents and warrants it will not, and will not authorize any third party to, (i) generate automated, fraudulent or otherwise invalid impressions, inquiries, clicks or conversions, (ii) conceal conversions where they are required to be disclosed, (iii) use any automated means or form of scraping or data extraction to access, query or otherwise collect Provi advertising-related information from any Advertising Platform except as expressly permitted by Provi, or (iv) attempt to interfere with the functioning of the Services.

9.1 ADDITIONAL REPRESENTATIONS AND WARRANTIES FOR ALCOHOLIC BEVERAGE PRODUCTS. In the event Advertiser advertises Products which constitute Alcoholic Beverage Products or Low-And-No Alcohol Beverage Products, in the addition to the representations and warranties set forth above, Advertiser represents and warrants: (a) it will perform its obligations hereunder in compliance with all applicable laws, codes, and regulations, including but not limited to Business and Professions Code 25600.3 and all applicable alcoholic beverage laws, rules, regulations, orders, directives, and/or advisory opinions from applicable alcoholic beverage control boards (“Alcoholic Beverage Laws”); (b) it is the owner or exclusive licensee of the Promotional Materials, and has all rights associated with such Promotional Materials, including without limitation the exclusive right to use and to sublicense the Promotional Materials in the United States; and (c) it will not send Provi any Campaigns that violate Alcoholic Beverage Laws or cannot be run according to Alcoholic Beverage Laws.

10.        WARRANTY DISCLAIMER.  TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, NEITHER PARTY MAKES ANY WARRANTIES REGARDING THE SUBJECT MATTER OF THE ORDER FORM OR THIS SELF-SERVICE ADDENDUM TO THE OTHER PARTY, AND EACH PARTY (ON BEHALF OF ITSELF AND ITS LICENSORS AND SUPPLIERS), UNLESS OTHERWISE SPECIFICALLY SET FORTH HEREIN, HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY REGARDING SUCH SUBJECT MATTER HEREOF, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.

 

11.        TERMINATION.  All Campaigns are non-cancellable. Notwithstanding the foregoing, a Party may terminate this Self-Service Addendum if the other Party materially breaches this Self-Service Addendum and fails to cure such breach within ten (10) days after receipt of notice of such breach. Sections 4, 5, 6, 7, 8, 9, 10, 11, and 12 will survive any termination or expiration of this Self-Service Addendum. Additionally, notwithstanding anything to the contrary in the Self-Service Addendum or the Order Forms, Provi may in its sole discretion immediately suspend any Campaign if it determines that the Campaign violates or will likely violate any Alcoholic Beverage Laws or jeopardizes its partners’ ability to deliver Alcoholic Beverage Products to End Users.

 

12. GENERAL

12.1 Alcohol Beverage Products.  Provi shall distribute or display Advertiser’s campaign which includes Alcoholic Beverage Products across the Provi Platform, where Provi is permitted to display or distribute the Campaign and in those states where Provi is permitted to run the Campaign for the applicable Alcoholic Beverage Product. Provi reserves the right to add or remove additional states from participating in the Campaign at any time in its sole discretion.

12.2  Feedback.  In the event Advertiser provides Provi any feedback, enhancement requests or recommendations (i) regarding Provi Platform or Services (“Provi Platform Feedback”) or (ii) any feedback, enhancement requests or recommendations regarding the Ad Self Service Platform (““Ad Tech Feedback”), the following applies: (a) Advertiser hereby grants to Provi a worldwide, perpetual, irrevocable, fully paid-up, royalty-free, non-exclusive license to Provi Platform Feedback, including for use or incorporation into the Provi Platform and Services, the rights to make derivative works therefrom or to otherwise commercially exploit in any way, without any restriction and without any payment, the rights to make derivative works therefrom or to otherwise commercially exploit in any way, without any restriction and without any payment. and (b) Advertiser hereby grants to Ad Tech Provider a worldwide, perpetual, irrevocable, fully paid-up, royalty-free, non-exclusive license to Ad Tech Feedback, including for use or incorporation into Ads Self Service Platform, the rights to make derivative works therefrom or to otherwise commercially exploit in any way, without any restriction and without any payment.

12.3 Prohibitions. Advertiser will not, and shall ensure its users will not: (a) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code form or structure of the software used in the Services, including the Provi Platform; (b) provide, market, lease or lend the Services, including the Provi Platform or the Ads Self-Service Platform, to any third party except as expressly authorized hereunder; (c) remove any proprietary notices or labels displayed on the Services, including the Provi Platform or the Ads Self Service Platform; (d) create a derivative work of any part of the Provi Platform or the Ads Self Service Platform; (e) intentionally use the Services, including the Provi Platform or the Ads Self Service Platform, for any unlawful purpose; (f) use any automated system or software, whether operated by a third party or otherwise, to extract any data from the Provi Platform or the Ads Self Service Platform; or (g) introduce, post, or upload to the Provi Platform or the Ads Self Service Platform any Promotional Materials that (i) are illegal under applicable law, rule, or regulation; (ii) violate any third party right, including intellectual property rights, including, without limitation, copyrights, trademarks, patents, and trade secrets; (iii) contains libelous, slanderous, or defamatory material, or material constituting an invasion of privacy or misappropriation of publicity rights; or (iv) promotes unlawful or illegal goods, services, or activities.

12.4 Beta Products; Tools and Materials.  During the Term, Provi may make available to Advertiser certain experimental products and/or features (“Beta Products”). Notwithstanding anything to the contrary herein, Beta Products are provided as-is without any representations, warranties, or covenants of any kind and Advertiser’s use of such Beta Products is at its own risk. Provi reserves the right to modify or remove any Beta Products at any time in its sole discretion. Provi offers tools and materials to optimize End User and advertiser experience on the Provi Platform or provide additional context as to the advertising content being presented to the End User. Advertiser agrees such tools and materials may include Advertiser’s Promotional Materials or Advertiser Marks.

12.5 Testing.  Advertiser acknowledges that during Provi’s provision of the Services, in the ordinary course of business, Provi may run experiments and tests on the Provi Platform regarding the placement of advertising. Provi reserves the right to perform such experiments and tests.

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Exhibit A

Additional Campaign Terms (as applicable)

 

Additional Terms for Display Ad Campaign.

 

The following additional terms shall apply to Advertiser’s submission and Provi or its Ad Tech Provider’ on behalf of Provi delivery of a Display Ad Campaign (as defined below) (the “Display Ad Campaign Terms”):

 

1.              Display Ad Campaign Services.   In accordance with the bidding and placement process set forth below, Provi or its Ad Tech Provider on Provi’s behalf may deliver display campaign(s) promoting Advertiser’s Product(s) (each a “Display Ad Campaign”) on the Provi Platform. The Display Ad Campaign will run from the Display Campaign Start Date through the earlier of either (i) the completion of the Display Ad Campaign budget cap, or (ii) Display Ad Campaign End Date (if any), both as designated in the Ads Self-Service Platform.

2.              Bidding and Placement Process.  Advertiser will place bids via the Ads Self-Service Platform where Advertiser and/or its agents, as applicable, can create new and/or modify existing Order Forms and their associated Campaigns.

3.              Delivery of Display Campaign for Products.  If Provi accepts Advertiser’s bid, and subject to Provi’s review and approval of Promotional Materials, Provi will promote Advertiser’s Products submitted for a Display Campaign in instances where Advertiser wins a first-bid auction for such placement.

4.              Payment.  Advertiser will pay Provi on the CPM basis up to the budget and schedule as set forth in the Ads Self-Service Platform. Provi will invoice Advertiser at the end of each calendar month, and Advertiser shall pay the invoice according to the payment terms set forth in the Terms. Notwithstanding anything to the contrary stated in the Terms, invoices shall not be adjusted retroactively if Provi, in its sole discretion, finds an inaccuracy in the billing amount of +/- 1% of the initial invoiced amount.

5.              Cancellation. Advertiser may suspend or cancel a submitted bid or Campaign through the Ads Self-Service Platform. For the avoidance of doubt, it is the parties’ intent that the cancellation right outlined in this Cancellation provision supersedes the first sentence of Section 11 of the Self-Service Ads Addendum solely with respect to the Campaigns governed by these Display Ad Campaign Terms. Notwithstanding the foregoing, Advertiser is responsible for paying for the Display Ad Campaigns that run on the Provi Platform.

 

 

Additional Terms for Sponsored Product.

 

The following additional terms shall apply to Advertiser’s submission and Provi’s delivery of Sponsored Product (as defined below) (the “Sponsored Product Terms”):

 

1.              Sponsored Product Services. In accordance with the bidding and placement process set forth below, Provi may deliver Sponsored Products promoting Advertiser’s Product(s) (each, a “Sponsored Product(s)”) on the Provi Platform. Provi or its Ad Tech Provider on Provi’s behalf will provide Advertiser Reporting Information, as agreed upon by the Parties, such as number of clicks, CPC, and ROAS.

2.              Bidding and Placement Process. Advertiser will place bids via the Ads Self-Service Platform where Advertiser and/or its agents, as applicable, can create new and/or modify existing Order Forms and their associated Campaigns.

3.              Delivery of Sponsored Products. If Provi accepts Advertiser’s bid, Provi will deliver Sponsored Products pursuant to the placement process. Provi or its Ad Tech Provider on Provi’s behalf will determine the size, placement, and positioning of the Sponsored Products. Provi does not guarantee the activity that Advertiser’s Sponsored Products will receive, such as the number of clicks Advertiser’s Sponsored Products will get. Moreover, Provi cannot control how clicks are generated on Advertiser’s Sponsored Products. Provi may, in its discretion, reject or remove any Sponsored Product for any or no reason.

4.              Payment. Advertiser shall be charged based on clicks. The amount Advertiser owes will be calculated based solely on Provi’s click measurements. Provi will invoice Advertiser at the end of each calendar month, and Advertiser shall pay the invoice according to the payment terms set forth in the Terms. Notwithstanding anything to the contrary stated in the Terms, Provi shall not adjust invoices retroactively if Provi, in its sole discretion, finds an inaccuracy in the billing amount of +/- 1% of the initial invoiced amount.

5.              Cancellation. Advertiser may suspend or cancel a submitted bid or Campaign through the Ads Self-Service Platform. For the avoidance of doubt, it is the parties’ intent that the cancellation right outlined in this Cancellation provision supersedes the first sentence of Section 11 of the Terms solely with respect to the Campaigns governed by these Sponsored Product Terms. Notwithstanding the foregoing, Advertiser is responsible for paying for the Sponsored Products that run on the Provi Platform.