Insertion Order - Terms & Conditions

DEFINITIONS 
 

  • “ad:personam" refers to this application (app.adpersonam.io), including its subdomains and any other application (marketplace.adpersonam.io) and website (www.adpersonam.io) through which the Owner makes its Service available;

  • “Advertiser” means the advertiser for which the User is the agent under an applicable Insertion Order.

  • “Creative or Ad” means any advertisement uploaded by the User on the application.

  • “Creative Assets” means artwork, copy, or active URLs for Creatives.

  • “Sites” means websites that may be targeted on an Insertion Order that are not owned, operated, or controlled by ad:personam, but on which ad:personam has a contractual right to serve Ads.

  • “Insertion Order” means a mutually agreed booking that incorporates these Terms including the settings & requirements as set up by the User and/or Advertiser on the application, under which ad:personam will invoice the User and/or Advertiser for the prepayment of the booked Insertion Order.

  • “CPM”(Cost per thousand impressions) means the buying method under which ad:personam will dynamically place bids to buy inventory.

  • “Budget (€)” : the total media cost booked for the Insertion Order.

  • “Policies” means advertising criteria or specifications made conspicuously available, including content limitations, technical specifications, privacy policies, user experience policies, policies regarding consistency with ad:personam’s public image, community standards regarding obscenity or indecency (taking into consideration the portion(s) of the Site on which the Ads are to appear), other editorial or advertising policies, and Advertising Materials due dates. 

  • “Third Party Ad Server” means a Third Party that will serve and/or track Ads.

 

I. INSERTION ORDER TARGETING AVAILABILITY 

 

a. Insertion Order Details. 

From time to time, the ad:personam may execute an Insertion Order created by the User and/or Advertiser that will be accepted as set forth in Section I(b). As applicable, each Insertion Order created will have specified: 

  1. the Product or Service that is the name and ID of the Insertion Order.

  2. the Start and End date of the Insertion Order.

  3. The Total that is the Budget in euro of the Insertion Order as inserted by the User on the application and the maximum amount of money to be spent pursuant to the Insertion Order.

  4. Other items that may be included are, but are not limited to, targeting requirements, any special Ad delivery scheduling and/or Ad placement requirements, and specifications concerning Policies and Service Level Agreements. 

b.  Availability; Acceptance.

ad:personam will make commercially reasonable efforts to notify the User within two (2) business days of receipt of a created Insertion Order by the User if a specified targeting option is not available. Acceptance of the IO and these Terms will be deemed the confirmation of the User of reading these Terms by ticking the checkbox “I’ve read and agree with the Insertion Order Terms of Service” , clicking “Confirm” and the subsequent payment of the Insertion Order. 

 

c. Revisions.

Revisions to accepted Insertion Order will be made in writing and acknowledged by the other party in writing (which, unless otherwise specified, for purposes of these Terms, will include paper, fax, or e-mail communication). 

II. INSERTION ORDER TARGETING REQUIREMENTS

a. Compliance with the Insertion Order requirements.

ad:personam will comply with the Insertion Order requirements, including all the targeting requirements. Any exceptions will be approved by the User and/or Advertiser in writing.

b. Changes to Targeting requirements.

ad:personam will use commercially reasonable efforts to provide the User at least 10 business days prior notification of any material changes that would materially change the target audience or materially affect the impressions delivered of the Insertion Order. Should such a modification occur with or without notice, as users sole remedy for such change, the User may cancel the remainder of the affected placement without penalty within the 10-day notice period. If ad:personam has failed to provide such notification, the User and/or Advertiser  may cancel the remainder of the affected placement within 30 days of such modification and, in such case, will not be charged for any affected Ads delivered after such modification.

c. Technical Specifications. 

ad:personam will make electronically accessible to the User and/or Advertiser the technical specifications required to upload the Creatives and pass audit. Changes by ad:personam to the specifications of already-uploaded Creatives after that two (2) business day period will allow the User and/or Advertiser to suspend delivery of the affected Insertion Order for a reasonable time (without impacting the end date, unless otherwise agreed by the parties) in order to (i) upload revised Creative Assets or (iI) if the parties are unable to negotiate an alternate or comparable replacement in good faith within five (5) business days, immediately cancel the remainder of the affected placement without penalty.

d. Editorial Guidelines.

ad:personam acknowledges that certain Advertisers or users may not want their Ads placed adjacent to content that promotes pornography, violence, or the use of firearms, contains obscene language. ad:personam will use commercially reasonable efforts to comply with these requirements by proactively applying a Blocklist of sites deemed unappropriate or not trustworthy by ad:personam. 

For Ads shown on Sites, ad:personam and the User and/or Advertiser agree that ad:personam’s sole responsibilities with respect to compliance with the Editorial Guidelines will be to obtain contractual representations from its partners that such publishers will comply with the Editorial Guidelines and to provide the remedy specified below to user with respect to violations of Editorial Guidelines. Should Ads appear in violation of the the Editorial Guidelines, Advertiser's sole and exclusive remedy is to request in writing that ad:personam remove the Ads and provide makegoods or, if no makegood can be agreed upon, issue a credit to Advertiser equal to the value of such Ads, or not bill user for such Ads. In cases where a makegood and a credit can be shown to be commercially infeasible for the Advertiser, the User and/or Advertiser and ad:personam will negotiate an alternate solution. After the User and/or Advertiser notifies ad:personam that specific Ads are in violation of the Editorial Guidelines, ad:personam will make commercially reasonable efforts to correct such violation within 24 hours. If such correction materially and adversely impacts such Insertion Order, the User and/or Advertiser and ad:personam will negotiate in good faith mutually agreed changes to such Insertion Order to address such impacts. For any Site that primarily consists of user-generated content, the preceding paragraph will not apply. Instead, ad:personam will make commercially reasonable efforts to ensure that Ads are not placed adjacent to content that violates the Site’s terms of use. Advertiser’s and user’s sole remedy for ad:personam’s breach of such obligation will be to submit written complaints to ad:personam, which will review such complaints and remove user-generated content that ad:personam in its sole discretion, determines is objectionable or in violation of such Site’s terms of use. 

III. PAYMENT AND START DATE 

 
a. Payment. 

Upon creating an Insertion Order and accepting these Terms the User and/or Advertiser will be redirected to the checkout page where the User and/or Advertiser will proceed to pay the Budget (€) amount selected when creating the Insertion Order. 

b. Start Date. 

On receipt of payment the Insertion Order will be activated and the Creatives will be submitted to audit. The campaign will start as soon the first creative is audited and not later than 24 hours after the Insertion Order has been activated.

c. Receipts

The receipt will be sent by ad:personam upon payment of the Insertion Order. Receipts will be sent to the User and/or Advertiser's email address used to sign in on the application and will include information such as the Insertion Order ID and any number or other identifiable reference stated as required for creating the Insertion Order.

Upon request from the User and/or Advertiser, ad:personam should provide proof of performance for the invoiced period, which may include access to online or electronic reporting, as addressed in these Terms, subject to the notice and cure provisions of Section IV.

IV. REPORTING 

a. Confirmation of Campaign Initiation. 

ad:personam will, within two (2) business days of the start date on the Insertion Order, provide confirmation to the User and/or Advertiser, either electronically or in writing, stating whether the components of the Insertion Order have begun delivery.

b. Reporting. 

ad:personam will make reporting available on the application via a Google Data Studio Dashboard the day after the first  day of delivery. Reports will be broken out by day and summarized by creatives, impressions, clicks, cost, and other variables. Alternatively, the User and/or Advertiser can request a real-time report via the Report function on the application. 

Once ad:personam has provided the electronic report, it agrees that the User and/or Advertiser and Advertiser are entitled to reasonably rely on it.

c. Makegoods for Reporting Failure.

If ad:personam fails to deliver an accurate and complete report by the time specified, the User and/or Advertiser may initiate makegood discussions pursuant to Section VI, below. If a user informs ad:personam that it has delivered an incomplete or inaccurate report, or no report at all, ad:personam will cure such failure within five (5) business days of receipt of such notice. Failure to cure may result in nonpayment for all activity for which data is incomplete or missing until ad:personam delivers reasonable evidence of performance; such report will be delivered within 30 days of ad:personam’s knowledge of such failure or, absent such knowledge, within 180 days of delivery of all Deliverables. 

V. CANCELLATION AND TERMINATION 

a. Without Cause. 

The User and/or Advertiser may cancel the Insertion Order, or any portion thereof, as follows:

  1. With (1) days’ prior written notice to ad:personam, without penalty

b. For Cause. 

Either ad:personam or the User and/or Advertiser may terminate a Insertion Order at any time if the other party is in material breach of its obligations hereunder, which breach is not cured within 10 days after receipt of written notice thereof from the non-breaching party, except as otherwise stated in these Terms with regard to specific breaches. Additionally, if the User and/or Advertiser breaches its obligations by violating the same Policy three times (and such Policy was provided to user or Advertiser) and receives timely notice of each such breach, even if the User and/or Advertiser cures such breaches, then ad:personam may terminate the Insertion Order upon written notice. If the User and/or Advertiser does not cure a violation of a Policy within the applicable 10-day cure period after written notice, where such Policy had been provided by ad:personam to the User and/or Advertiser, then ad:personam may terminate the Insertion Order associated with such breach upon written notice. 

VI. MAKEGOODS 

a. Notification of Under-delivery. 

ad:personam will monitor delivery of the Ads, and will notify user either electronically or in writing as soon as possible (and no later than 7 days before the applicable Insertion Order end date unless the length of the campaign is less than 7 days) if ad:personam believes that an under-delivery is likely. In the case of a probable or actual under-delivery, the User and/or Advertiser and ad:personam may arrange for a makegood consistent with these Terms.

b. Makegood Procedure. 

If actual booked impressions for any Insertion Order fall below guaranteed levels, as set forth on the Insertion Order, and/or if there is an omission of any Ad (placement or creative unit), user and ad:personam will use commercially reasonable efforts to agree upon the conditions of a makegood flight at the time of the shortfall. If no makegood can be agreed upon, the User and/or Advertiser may execute a credit equal to the value of the under-delivered portion of the Insertion Order for which it was charged. The User and/or Advertiser that has made a cash prepayment to ad:personam, specifically for the Insertion Order for which under-delivery applies, then, if user and/or Advertiser is reasonably current on all amounts owed to ad:personam under any other agreement for such Advertiser, user may elect to receive a refund for the under-delivery equal to the difference between the applicable prepayment and the value of the delivered portion of the campaign. In no event will ad:personam provide a makegood or extend any Ad beyond the period set forth on the Insertion Order without the prior written consent of the User and/or Advertiser.

VII. FORCE MAJEURE 

a. Generally. 

Excluding payment obligations, neither user nor ad:personam will be liable for delay or default in the performance of its respective obligations under these Terms if such delay or default is caused by conditions beyond its reasonable control, including, but not limited to, fire, flood, accident, earthquakes, telecommunications line failures, electrical outages, network failures, acts of God, or labor disputes (“Force Majeure event”). If ad:personam suffers such a delay or default, ad:personam will make reasonable efforts within five (5) business days to recommend a substitute transmission for the Ad or time period for the transmission. If no such substitute time period or makegood is reasonably acceptable to the User and/or Advertiser, ad:personam will allow the User and/or Advertiser a pro rata reduction in the space, time, and/or program charges hereunder in the amount of money assigned to the space, time, and/or program charges at time of purchase. In addition, users will have the benefit of the same discounts that would have been earned had there been no default or delay. 

b. Related to Payment. 

If user’s ability to transfer funds to third parties has been materially negatively impacted by an event beyond the User and/or Advertiserr’s reasonable control, including, but not limited to, failure of banking clearing systems or a state of emergency, then user will make every reasonable effort to make payments on a timely basis to ad:personam, but any delays caused by such condition will be excused for the duration of such condition. Subject to the foregoing, such excuse for delay will not in any way relieve the User and/or Advertiser from any of its obligations as to the amount of money that would have been due and paid without such condition. 

c. Cancellation. 

If a Force Majeure event has continued for five (5) business days, ad:personam and/or user has the right to cancel the remainder of the Insertion Order without penalty. 

VIII. CREATIVE ASSETS

a. Submission. 

The User and/or Advertiser will upload Creatives pursuant to Section II(c) in accordance with ad:personam’s existing Creative Guidelines and Policies. 

b. Late Auditing. 

If Advertising Materials are audited late based on the Policies, ad:personam is not required to guarantee full delivery of the Insertion Order. ad:personam and the User and/or Advertiser will negotiate a resolution if ad:personam has received all required Advertising Materials in accordance with Section IX(a) but fails to commence a campaign on the Insertion Order start date. 

c. Compliance. 

ad:personam reserves the right within its discretion to reject or remove any Ads for which the Advertising Materials or the website to which the Creative is linked do not comply with its Policies, or that in ad:personam’s sole reasonable judgment, do not comply with any applicable law, regulation, or other judicial or administrative order. In addition, ad:personam reserves the right within its discretion to reject or remove from any Ads for which the Advertising Materials or the website to which the Ad is linked are, or may tend to bring, disparagement, ridicule, or scorn upon ad:personam or any of its Affiliates (as defined below), provided that if ad:personam has reviewed and approved such Ads prior to their use on the Site, ad:personam will not immediately remove such Ads before making commercially reasonable efforts to acquire mutually acceptable alternative Advertising Materials from user. 

d. Damaged Creative. 

If Advertising Materials provided by a user are damaged, not to ad:personam’s specifications, or otherwise unacceptable, ad:personam will use commercially reasonable efforts to notify the User and/or Advertiser within two (2) business days of its receipt of such Advertising Materials.

e. No Modification.

ad:personam will not edit or modify the submitted Ads in any way, including, but not limited to, resizing the Ad, without user’s approval. ad:personam  will use all Ads in strict compliance with these Terms and any instructions provided on the Insertion Order. 

f. Trademark Usage. 

ad:personam, on the one hand, and the User and/or Advertiser, on the other, will not use the other’s trade name, trademarks, logos, or Ads in any public announcement (including, but not limited to, in any press release) regarding the existence or content of these Terms or an Insertion Order without the other’s prior written approval. 

IX. THIRD PARTY AD SERVING AND TRACKING
(Applicable if Third Party Ad Server is used) 

 

a. Ad Serving and Tracking. 

ad:personam will track delivery through its ad server (Xandr Invest) and, provided that the User and/or Advertiser has added an approved Third-Party Pixel when uploading the creatives, the User and/or Advertiser can track delivery through such Third-Party Ad Server. 

 

b. Controlling Measurement. 

 

If both parties are tracking delivery, the measurement used for impressions under an IO (“Controlling Measurement”) will be determined as follows: 

 

  1. The Controlling Measurement will be taken from an ad server that is certified as compliant with the IAB/AAAA Ad Measurement Guidelines (the “IAB/AAAA Guidelines”). 

  2. If both ad servers are compliant with the IAB/AAAA Guidelines, the Controlling Measurement will be the Third Party Ad Server if such Third Party Ad Server provides an automated, daily reporting interface which allows for automated delivery of relevant and non-proprietary statistics to ad:personam in an electronic form that is approved by ad:personam;

 

c. Ad Server Reporting Access.

 

As available, the party responsible for the Controlling Measurement will provide the other party with online or automated access to relevant and non-proprietary statistics from the ad server within one (1) day after campaign launch. The other party will notify the party with Controlling Measurement if such party has not received such access. If such online or automated reporting is not available, the party responsible for the Controlling Measurement will provide placement-level activity reports to the other party in a timely manner, as mutually agreed to by the parties. If both parties have tracked the campaign from the beginning and the party responsible for the Controlling Measurement fails to provide such access or reports as described herein, then the other party may use or provide its ad server statistics as the basis of calculating campaign delivery for invoicing. Notification may be given that access, such as login credentials or automated reporting functionality integration, applies to all current and future IOs for one or more Advertisers, in which case new access for each IO is not necessary. 

 

d. Discrepant Measurement.

 

If the difference between the Controlling Measurement and the other measurement exceeds 10% over the invoice period and the Controlling Measurement is lower, the parties will facilitate a reconciliation effort between ad:personam and Third-Party Ad Server measurements. If the discrepancy cannot be resolved and a good faith effort to facilitate the reconciliation has been made, the User and/or Advertiser reserves the right to either: 

 

  1. Consider the discrepancy an under-delivery of the Deliverables as described in Section VI(b), whereupon the parties will act in accordance with that Section, including the requirement that the User and/or Advertiser and ad:personam make an effort to agree upon the conditions of a makegood flight and delivery of any makegood will be measured by the Third Party Ad Server, or

  2. Pay invoice based on Controlling Measurement-reported data, plus a 10% upward adjustment to delivery.

 

e. Measurement Methodology. 

 

ad:personam  will make reasonable efforts to publish, and the User and/or Advertiser will make reasonable efforts to cause the Third-Party Ad Server to publish, a disclosure in the form specified by the AAAA and IAB regarding their respective ad delivery measurement methodologies with regard to compliance with the IAB/AAAA Guidelines. 

 

f. Third Party Ad Server Malfunction. 

 

Where the User and/or Advertiser is using a Third-Party Ad Server and that Third-Party Ad Server cannot serve the Ad, the User and/or Advertiser will have a one-time right to temporarily suspend delivery under the IO for a period of up to 72 hours. Upon written notification by the User and/or Advertiser of a non-functioning Third Party Ad Server, ad:personam will have 24 hours to suspend delivery. Following that period, the User and/or Advertiser will not be held liable for payment for any Ad that runs within the immediately following 72-hour period until ad:personam is notified that the Third-Party Ad Server is able to serve Ads. 

 

g. Third Party Ad Server Fixed. 

 

Upon notification that the Third-Party Ad Server is functioning, ad:personam will have 72 hours to resume delivery. Any delay in the resumption of delivery beyond this period, without reasonable explanation, will result in ad:personam owing a makegood to the User and/or Advertiser.

This document is incorporated by reference into the General Terms & Conditions of adpersonam.io that can be found here: https://www.iubenda.com/terms-and-conditions/62679107

which covers the following chapters applicable to this Insertion Order Service Level Agreement and ad:personam applications and website in general 

  • LIABILITY AND INDEMNIFICATION for EU, Australian and US Users

  • COMMON PROVISIONS

  • DISPUTE RESOLUTION

  • PRIVACY POLICY