Haymarket Media Legal Notices

Haymarket Media Legal Notices

  • Haymarket Media Inc. Advertising and Sponsorship Terms and Conditions
  • Haymarket Media, Inc. Data Use Agreement
  • Haymarket Media, Inc. Awards Entries Terms & Conditions
  • Haymarket Media, Inc. Event Anti-Harassment Policy
  • Haymarket Media, Inc. Purchase Order Terms and Conditions
  • Haymarket Media, Inc. Supplier Code of Conduct
  • Haymarket Media, Inc. IAB Addendum Terms and Conditions
  • Haymarket Media, Inc. California Employee Privacy Statement
  • Haymarket Media, Inc. Privacy Policy
  • Haymarket Media, Inc. Terms and Conditions of Service
  • Haymarket Media – Consumer Privacy Policy
  • Haymarket Media – Consumer Terms & Conditions

Haymarket Media, Inc. IAB Addendum Terms and Conditions

Addendum To AAAA/IAB Standard Terms And Conditions For Internet Advertising For Media Buys One Year Or Less (Version 3.0) (U.S. Media Buys Only) 

These additional media buys terms and conditions (“IAB Addendum”) amend the Standard IAB Terms and Conditions For Internet Advertising For Media Buys One Year Or Less (Version 3.0) (“Standard IAB Terms”) and govern any placement of advertisements on any digital media properties as sold by Media Company to Advertiser pursuant to an Insertion Order (“IO”) signed by Media Company and Advertiser/Agency of Advertiser. This IAB Addendum is deemed to be incorporated by reference into the corresponding IO. Media Company and Advertiser/Agency of Advertiser agree to be bound by the IO, and the Standard IAB Terms as modified by this IAB Addendum (collectively, “Agreement”). The Agreement supersedes and replaces all prior agreements, discussions, and representations on the subject matter discussed herein, all of which are merged into the Agreement. In the event of conflict between the Standard IAB Terms, this IAB Addendum and/or any other terms included or referenced in the applicable IO, this IAB Addendum shall control, unless otherwise expressly noted in the IO. Capitalized terms used and not otherwise defined in IAB Addendum shall have the meanings set forth in the Standard IAB Terms.

The Standard IAB Terms are amended and/or supplemented as follows:

  1. If an Agency enters into this Agreement on behalf of an Advertiser, Agency represents and warrants that: (i) Agency is currently an authorized agent of the Advertiser and is authorized to enter into this Agreement and the Agreement is fully binding on the Advertiser as if the Advertiser had signed the Agreement itself. In the event that an IO is entered directly into between the Advertiser and Media Company, all references to “Agency” in its role as an agent of the Advertisers shall be deemed to have no effect on Advertiser (e.g., Section III.c, X.c. and XII.h of the Standard IAB Terms shall not apply) and all references to “Agency” that are applicable to Advertiser’s activities pursuant to an IO shall be deemed to refer to Advertiser (e.g., Section III.a, V.b of the Standard IAB Terms).
  2. The IAB Addendum is subject to change from time to time at Media Company’s sole discretion, provided that such changes shall apply solely to IOs, or amendments thereto, entered into between the Media Company and Advertiser/Agency of Advertiser after the effective date of such change/amendment.
  3. Definitions: The following defined terms in the Standard IAB Terms are amended or added, where noted, as follows:

The following definitions in the Standard IAB Terms are hereby amended: 

“Advertising Materials” means visual assets, images, graphics, artwork, photographs, text, multimedia files, ad copy, active URLs for Ads, video or software code for Ads, logos, trademarks, servicemarks, recordings, or any other intellectual property or content provided by Advertiser or Agency on behalf of the Advertiser.

“Editorial Adjacency Guidelines” includes specifications and guidelines that Advertiser provides and which govern the placement of Ads in connection with an applicable IO.

“IO” means a mutually agreed insertion order that incorporates the IAB Addendum, under which Media Company will deliver Ads on Sites for the benefit of Advertiser.

“Media Company Properties” are websites and mobile applications specified on an IO that are owned, operated, or controlled by Media Company.

“Network Properties” means websites and mobile applications specified on an IO are not owned, operated, or controlled by Media Company, but on which Media Company has a contractual right to serve Ads.

“Policies” include terms and conditions and the privacy policy linked at the bottom of Media Company Properties, or as made available on Network Properties, governing the use of Network Properties. 

The following definitions are hereby added to the Standard IAB Terms:

“Branded Content” means content, creatives, materials, software, technology created, used or produced by Media Company under Media Company branding.

“CPE Deliverables” means Deliverables sold on a cost per engagement basis.

“CPE EHR Engagement” means EHR engagement based on copay enrollment and/or prior authorization enrollment.

“CPS” means Deliverables sold on a cost per email sent basis.

“CPUHCP” means the cost per unique health care professional (HCP) calculated once per month based on first-party data derived from their engagement through email opens, email clicks or sessions on page.

“CPUV” means the cost per unique visitor calculated once per month based on first-party data.

“Custom Materials” includes any content, creatives, materials, software, technology created, specifically for the Advertiser by Media Company, or by a third party on behalf of and engaged by Media Company, in connection with any applicable IO.

“Engagement” for the purposes of CPE Deliverables means email opens, marketing driver clicks, and sessions on page.

“EHR CPS” means the number of email sends of the co-pay card from the EHR platform to the pharmacy.

“High Value Engagement” means Engagements which are equal to or more than five (5) seconds.

“Media Company Advertising Materials” includes all Branded, Custom, Sponsored Content, or native advertising.

“Sponsored Content” means any content, creatives, materials, software, technology that is sponsored by Advertiser but created by Media Company in connection with an IO.

“Video CPE” means engagement which is counted from the start of video play.

  1. The following is added to the end of section I.a: “The following specifications shall apply to all IOs which involve target lists, or pertain to the following Deliverables – CPE, CPEEHR, CPSEHR, Flat, CPUV, CPUHCP or other CPS, CPM based Mixed Channel campaigns Deliverables:
  • Target List Policy: For campaigns that run three (3) months or longer, Advertiser may receive one (1) refresh of the target list per quarter at no additional cost and any additional refreshes thereafter shall incur a cost of $1,500 per list matched & implemented for execution purposes. Standard turnaround times apply, complex requests may require additional time. For next best actions based campaigns, including but not limited to Haylo Rep, Haylo Triggered Messaging, weekly refreshes are included at no additional cost. All target lists should be sent to HMN Reporting Notifications hmn.reporting.notifications@haymarketmedia.com for processing.
  • CPE Deliverables: For CPE Deliverables, the contracted engagement estimate is to be delivered within the flight period specified in the IO and will be billed monthly on actualized delivery. If a specific amount of monthly engagements for CPEs must be provided for the Agency’s order entry system at the time of contracting, they are an estimation only. In the event that Media Company meets the total contracted engagement estimate goal prior to the end of the Advertiser’s contracted flight duration, the program will continue until the end of the campaign flight with the engagement deliverable set at 10% of the originally contracted monthly breakout. Any additional engagements that come from organic traffic will be added value to the Advertiser. Advertiser must pay Media Company 100% of the Insertion Order amount upon completion of the total engagement quantity. In the event of under-delivery, Media Company will rollover the engagements to the following month .
  • CPEEHR Deliverables: For CPEEHR Deliverables, the contracted engagement estimate is to be delivered within the flight period specified in the IO and will be billed monthly on actualized delivery. In the event that Media Company meets the total contracted monthly engagement goal prior to the end of the month, the program will pause within the month and restart the following month throughout the contracted flight. Advertiser must pay Media Company 100% of the Insertion Order amount upon completion of the total engagement quantity. In the event of under-delivery, Media Company will rollover the engagements to the following month.
  • CPSEHR: For CPSEHR distribution based campaigns, the contracted number of email sends is to be delivered within the flight period specified in the IO and will be billed monthly on actualized delivery. In the event that Media Company meets the total contracted monthly send goal prior to the end of the month, the program will pause within the month and restart the following month throughout the contracted flight. Advertiser must pay Media Company 100% of the Insertion Order amount upon completion of the total distribution quantity. In the event of under-delivery, Media Company will rollover the email sends to the following month.
  • Other CPS Deliverables: For CPS Deliverables, including e-blasts and Haylo triggered messaging, the contracted send estimate is to be delivered within the flight period specified in the IO and billed as specified in the IO. If a specific amount of monthly email sends must be provided for the Agency’s order entry system at the time of contracting, they are an estimation only. In the event that Media Company meets the contracted monthly email send goal for a specific deployment or month, any over-delivery for that period will be considered added value and will not count towards the send goals for subsequent deployments or months within the contracted flight. Advertiser must pay Media Company 100% of the Insertion Order amount upon completion of the total send quantity. In the event of under-delivery, Media Company will rollover the sends to the following month.
  • CPM-based Campaigns: Based on the monthly contracted allocation, any under-delivered impressions will roll over into the next month and any over-delivered impression counts are added value and cannot be charged to Advertiser.
  • CPM-based Mixed Channel Campaigns: For Mixed Channel campaigns (priced on a CPM) the total contracted impression goal is to be delivered within the flight period specified in the IO and will be billed monthly on actualized delivery per channel. If a specific amount of monthly impressions must be provided per channel at the time of contracting, they are an estimation only. In the event that pacing by channel varies from the original estimation, Media Company and the Advertiser agree that delivery will be adjusted across channels to track towards delivery of the overall contracted goal. Media Company will notify the Advertiser via email of the pacing and necessary adjustment by the 20th of the month, without requiring a contract revision. In the event that Media Company meets the total contracted impression goal prior to the end of the Advertiser’s contracted flight duration, the program will continue until the end of the campaign flight. Any additional impressions will be added value to the Advertiser. Advertiser must pay Media Company 100% of the Insertion Order amount upon completion of the total impression quantity.”
  1. The following is added to the end of Section I: “d. Right of First Refusal. For any campaign that has first right of refusal, Advertiser must send IO for the following year to Media Company by or before the 15th day of October of the current calendar year. In the event Advertiser fails to meet the deadline, Advertiser forfeits first right of refusal. Right of First Refusal does not apply to the following Deliverables: CPEEHR and CPSEHR.” 
  2. The last sentence of Section II.a is deleted and replaced with the following: “For any exception to be deemed approved by the Agency, it/they will be noted in an IO, and/or in an updated IO, prior to any implementation.”
  3. In connection with Section II.b, the number 10 is replaced with the number 30 in the first and second sentences.
  4. The following is added to the beginning of Section II.c: “Technical Specifications. Digital assets are required for all submissions. Advertiser (or Agency if applicable) is required to submit all Advertising Materials in accordance with the specifications provided in the Haymarket Medical Network Specs. Acceptable digital formats are JPG, GIF, PNG, HTML5, 3rd Party Javascript. If DCM, internal redirects are preferred, the Advertiser will provide the necessary HTML and text code and/or images as creative for the ad unit. The Advertiser will host and create all images, links, coding, files, and any other necessary items needed to support the creative provided, unless otherwise agreed to in advance and in writing (email sufficing) by the parties.”
  5. The fourth and fifth sentences in Section II.d are hereby deleted and replaced with the following: “Should the placements or positioning of the Ads appear in violation of the Editorial Adjacency Guidelines, Advertiser’s sole and exclusive remedy is to request in writing that Media Company remove the Ads and provide makegoods.”
  6. The following sentence is added to the end of the second paragraph in Section II.d.: “Advertiser understands and agrees that no Advertiser ad banners, logos, text, or sponsorship mentions can appear to be associated with or positioned or visible at any time, on monitored or open User-Generated Content (UGC).”
  7. The first sentence of Section III.a is deleted and replaced with the following: “The initial invoice will be sent by Media Company within 30 days of the completion of the first month’s delivery.”
  8. The following is added to Section III.b: “Notwithstanding the foregoing, in the event of non-payment to Media Company, Media Company may at its sole discretion either: (i) seek payment directly from Advertiser, without notice to Agency, if Media Company has not received payment within 60 days from the delivery of the invoice to Agency; or (ii) offset amounts due to Media Company against any amounts due from Media Company to Advertiser/ Agency on behalf of Advertiser.”
  9. The following is added to the end of Section III.c: “Notwithstanding anything to the contrary contained herein, Media Company reserves the rights to request additional assurances such as letters of liabilities, or upfront payment from Advertiser or Agency of Advertiser, in its sole discretion.”
  10. The following is added to Section III: “III.d. Suspension for Non-Payment. Media Company reserves the right to suspend any undelivered or partially delivered IO for the Advertiser without prior notice to Agency or Advertiser if Agency fails to pay Fees invoiced by Media Company on any delivered IO for the Advertiser within sixty (60) days following the payment due date.”
  11. The following is added to Section IV:

Section IV.d. “d. Viewability. Media Company shall guarantee viewability as follows:

i. Standard Ads Requirement: 50% of pixels in view for one continuous second for display and 100% of pixels in view for two consecutive seconds for video with the player default set to sound on of the Ad impressions at or above 70% of viewability threshold.

ii. Pixel Requirement: Greater than or equal to 50% of the pixels in the advertisement were on an in-focus browser tab on the viewable space of the browser page.

iii. Time Requirement: The time the pixel requirement is met was greater than or equal to one continuous second, post ad render.

iv. Threshold: In the instances where monthly campaign-level impressions served by the Media Company do not meet the 70% threshold, Agency reserves the right to request a makegood equal to this difference of non-viewable impressions.

v. Native ads are subject to these measurement requirements if such measurement capability is possible.

vi. Exceptions: Unless otherwise specifically set forth in the IO, the following exceptions are made:

1. Over-The-Top impressions will count as 100% viewable.

2. For Sponsorship-type buys priced on a CPM basis, viewability shall be based on percentages as mutually agreed to, but in no event below 70%. Sponsorship-type buys exclude Flat Share of Voice (SOVs) where viewability reporting is a non-binding data point which Advertiser may use for internal analytics. For avoidance of doubt, viewability does not apply to action based buy types (e.g., CPUV, CPC) or flat fee sponsorship-type buys (e.g., Newsletters, e-blasts, section take over, conference coverage etc.).

vii. Delivery: Agency will select and use a third-party ad server that is certified as compliant with the IAB/AAAA Ad Measurement Guidelines to track delivery, including for media served by Media Company when tracking pixels are implemented. Unless otherwise specified in an IO, Media Company will invoice based on delivery tracked through the third-party ad server.”

Section IV.e. “e. Frequency Capping. Unless a frequency cap is specifically agreed to in the IO, Media Company will not place a default frequency cap on impressions. Where frequency is more than the agreed to frequency cap, Agency shall reconcile data and request invoices detailing impressions above the frequency cap as added value. Additionally, Agency will be entitled to a makegood or refund for such impressions above the frequency cap.”

Section IV.f. “f. API Reporting. If Media Company has a reporting Application Process Interface (“API”), Media Company shall provide daily access and credentials to the reporting API to integrate into the Agency’s or Advertiser’s reporting platform. If Media Company does not have a reporting API, Media Company will populate Agency’s reporting template with campaign data in the time frame agreed to in the IO. If Media Company is unable to provide reporting by the above timeframe, Media Company shall notify Agency and will mutually agree to a timeframe to receive such API reporting.”

Section IV. g.: “d. Non-Human Traffic. Non-Human Traffic (NHT) is defined as traffic that is generated by automated, fraudulent and invalid sources as per the Media Ratings Council (MRC) guidelines. Except as otherwise stated in the IO, (i) Media Company and Advertiser agree to allow for a 3% tolerance for non-human traffic (NHT) for any month of the campaign; and (ii) Advertiser shall not be obligated to pay for any click, impression  or sale generated by traffic identified as NHT beyond the 3% threshold.”

16. Section V.a is deleted and replaced with the following:

“a. Without Cause. Unless designated on the IO as non-cancelable, Advertiser may cancel the entire IO, or any portions thereof, as follows:

No.Placement TypeCancellation NoticePenalty (USD)
1.Flat-fee or Fixed Placements 30 days or more prior written notice from campaign start dateNo penalty
Less than 30 days prior written notice from campaign start dateAdvertiser responsible for payment in full for contracted media.
2. CPE/Engagement Based Placements (engagement based buys)
In-Depth60 days prior written notice from campaign start dateNo penalty
Written notice between 46-60 days of campaign start date$10,000
Written notice between 31-45 days of campaign start date$15,000
Written notice between 1-30 days of campaign date$25,000
Discussion Room, CPOV+Video, and Care Compass  60 days prior written notice from campaign start dateNo penalty
Written notice between  46-60 days of campaign start date$35,000
Written notice between 31-45 days of campaign start date$50,000
Written notice between 1-30 days of campaign start date$75,000
CPEEHR and CPSEHR30 days or more prior written notice from campaign start dateNo penalty
Less than 30 days prior written notice from campaign start dateAdvertiser responsible for payment in full for contracted media. 
All other CPE, CPUV, and CPUHCP programs 60 days prior written notice from campaign start dateNo penalty
Written notice between 46-60 days of campaign start date$25,000
Written notice between 31-45 days of launch date$40,000
Written notice between  1-30 days of campaign start date$50,000
3.Conference Coverage60 days prior written notice from conference start dateNo penalty
Less than 60 days prior written notice from campaign start dateAdvertiser shall be responsible for payment in full for contracted media.
Conference Newsletters (NLs)  Ad approval requests to Advertiser will be sent within 5 business days prior to the drop dates. Advertiser must approve the ad within 3 business days prior to the NL drop date.If Advertiser fails to meet deadline, NL will be sent without ads and Advertiser shall be responsible for payment in full for contracted media.
If live conferences go virtualMedia Company will meet contracted deliverables, Advertiser held to standard cancellation terms.
Conferences cancelled by host associationMedia Company  not responsible for cancellation/delay. Advertiser permitted full refund.
4.Bulk DiscountsCancellation at any timeAdvertiser forfeits discount; forfeiture may be retroactively applicable.
5.CPM Placements(All orders contain a scheduled drop/launch date.)   14 days or more prior written notice of drop date/ launch dateNo penalty for guaranteed Deliverable, including, but not limited to, CPM Deliverables.
With less than 14 days written notice of drop date/ launch datePro-rata charge. (e.g., if Advertiser cancels the guaranteed portions of the IO 8 days prior to serving of the first impression, Advertiser will only be responsible for the first 6 days of those Deliverables.)
Failure to deliver creative materials or rescheduling with less that 14 business days prior to assigned drop/launch dateBilling at scheduled rate based on estimated list size/impressions.
Cancellation at any time after campaign is liveAdvertiser is responsible for media already delivered and for 14 days of media delivered following such cancellation.

17. Section V.c is deleted and replaced with the following: “c. Short Rates. Short rates will apply to canceled buys based on Media Company’s standard rate card for the related inventory.”
18. The second sentence of Section VI.b is deleted and replaced with the following: “If no makegood can be agreed upon, Media Company will invoice Agency only for the Deliverables actually delivered.”
19. The following is added to the end of Section IX.a: “All Advertising Material must be accompanied by a signed IO, or Media Company must have a signed IO on file. Advertiser represents and warrants that Advertiser has the necessary rights, licenses, permissions, clearances and approvals related to Media Company’s use of the Advertising Material pursuant to the applicable IO, and that the Advertiser is solely responsible to ensure that the Advertising Material, including any Custom Material that is subject to industry specific regulations, is in compliance with all applicable laws and regulations, and shall not infringe any intellectual property or personal rights of a third party.”
20. The following is added to the end of Section IX.d: “If such Damaged Creative is not replaced prior to the scheduled start of the campaign, Advertising Materials will be deemed “late” pursuant to Section IX.b.”
21. The following is added to the end of Section IX.e: “Additional fees apply to any Advertiser creatives containing tag or tracking pixels. For creatives with 21-50 tags, 10% of the total package price shall apply. For creatives with more than 50 tags, 20% of the total package price shall apply. For campaigns that run three (3) months or longer, Advertiser may receive one (1) refresh of the set of tags in use at no additional cost. Any additional refreshes beyond the foregoing shall be handled as follows: For 20 tags or less – $1,500; 21 – 50 tags – $2,000; Above 50 tags – $2,500.”
22. The following is added to the end of Section IX.f: “Media Company prefers monitoring tags. However, if Advertiser provides blocking tags, Media Company must be informed before the campaign launch date, and Advertiser must also provide a negative keyword list. In the case where Media Company is not properly informed and blocking tags negatively impact campaign delivery, Advertiser will remain responsible for the contracted amount, and may incur additional costs. For newsletter (NL) ad tags, Advertiser must: (i) provide NL ad tags within five (5) business days prior to the NL drop date and (ii) approve the ad within two (2) business days prior to the NL drop date. Failure to meet the Ad approval deadline will result in NL being sent without ads and Advertiser will be billed in full, with no right to makegoods or refunds.”
23. The following is added to Section IX:

Section IX.h. “h. Media Company Advertising Materials; Custom Materials. Notwithstanding anything contained to the contrary herein, except for Advertising Material provided by Advertiser, Media Company shall own all Media Company Advertising Materials and Media Company shall retain all rights, title and ownership of intellectual property owned, created prior to the IO or independent of the IO. Advertiser shall not challenge the validity or claim any interest, or take any action that may adversely affect the validity or enforceability of any intellectual property or other proprietary right of the Media Company. Unless otherwise expressly agreed to in writing, Advertiser has no ownership in any Media Company Advertising Materials and shall not utilize, in whole or in part, any such Media Company Advertising Materials for any other promotional or advertising purposes, including for paid or programmatic. Subject to the terms and conditions of this Agreement, Advertiser grants to Media Company a fully paid-up, royalty-free, non-exclusive, non-transferable, and non-sublicensable, right and license to reproduce, publish and distribute any Advertising Materials, including all of the intellectual property contained therein in connection with the IO. Advertiser’s use of Media Company Advertising Materials shall be subject to restrictions, obligations, warranties, disclaimers, rights and license offered by Media Company, including any third party licensor, who shall remain responsible to Advertiser for such third party material.”

24. Section X.b (iii) is deleted and replaced with the following: “(iii) Advertising Material that violates any applicable law, regulation, judicial or administrative action, or the right of a Third Party, or is defamatory, libelous, slanderous, obscene or otherwise unlawful. Advertiser shall be responsible for the compliance of this Agreement by its Agency or vendors and shall indemnify Media Company against any acts, omissions, services or deliverables provided by Agency or its vendors.”

25. Section XI is deleted and replaced with the following: “Excluding Agency’s, Advertiser’s, and Media Company’s respective obligations under Section X, damages that result from a breach of Section XII, or intentional misconduct by Agency, Advertiser, or Media Company, in no event will any party be liable for any consequential, indirect, incidental, punitive, special, or exemplary damages whatsoever, including, but not limited to, damages for loss of profits, business interruption, loss of information, loss of goodwill and the like, incurred by another party arising out of an IO, even if such party has been advised of the possibility of such damages. In no event shall Media Company’s maximum aggregate liability arising out of or related to this Agreement, whether arising out of or related to breach of contract, tort (including negligence) or otherwise, exceed the amount actually paid or accrued but not yet paid by Advertiser under the applicable IO during the period of six (6) months preceding the date on which the claim arises.”

26. In connection with Collected Data in Section XII.c.v, it shall include data collected by any Third Party advertising service providers, Ad verification vendors and Ad servers.

27. The following sentence is added to the end of Section XII.d.i: “Collected Data shall only be used for measuring frequency, reach and effectiveness of campaign, and for no other purpose. Notwithstanding anything contained in the contrary herein, unless otherwise agreed to in writing in advance, Advertiser shall not, either itself or cause its Agency or any third parties, to re-identify, or append or combine with other data, any data in order to determine personal information collected by Media Company pursuant to this IO or disclose any Collected Data to any third party who is not authorized to process the data pursuant to this IO. Additionally, Advertiser shall, and shall cause Agency or any authorized third party receiving campaign related data, to delete or ensure that data received in connection with the campaign from the Media Company is either aggregated or de-identified so that it is no longer tied to an individual and the Media Company.”

28. The following is added to the end of Section XIII.a: “Media Company  must be notified, prior to campaign launch, of the verification service and parameters to be applied to the campaign. In case enhanced brand safety measures are required, Advertiser must provide a negative keyword list upfront, in accordance with the specifications provided in the Haymarket Medical Network Specs, and monitoring tags are preferred over blocking tags. All Media Company websites must be added to the inclusion list in Advertiser’s brand safety platform. Media Company requires access to all third party reporting within (3) three business days of campaign launch date. Failure to provide such access to third party reporting will result in Media Company billing Advertiser based on first-party numbers.”

29. The following is added as a new subsection to the end of Section XIII(b) as XIII(b)(iv): “iv. The Advertiser agrees to allow Media Company to use a third-party service for the distribution of e-mails and for serving ads across the Network, and agrees to accept said third-party’s reported results when used as the basis of billing, if applicable.”

30. Section XIV.b is deleted and replaced with the following: “Neither Agency nor Advertiser may resell, assign, or transfer any of its rights or obligations hereunder without the prior written consent of the other, except that either party may otherwise assign its respective rights and transfer its respective duties to any assignee of all or substantially all of its business (or the portion thereof to which this Agreement relates) or in the event of its merger or consolidation or similar transaction.”

31. In connection with Section XIV.c “(including the Terms)” is replaced with “(including the IAB Addendum).”

32. Section XIV.d of the IAB Addendum is amended to insert “New York, without giving effect to any choice or conflicts of law principle or rule (whether of the State of New York or any other jurisdiction).” in the first fillable blank space and “federal and state courts located in the County of New York City, New York” in the second fillable blank space.

33. Section XIV.h. “h. Sustainability Policy and Supplier Code of Conduct. Media Company applies an integrity-based approach to its business and supply chain to foster a culture that encourages environmentally sustainable policies, and labor practices that mitigate the risks of employment exploitation. Media Company requires its partners to uphold similar principles and practices in its own business and supply chain. Accordingly, Advertiser/Agency of Advertiser represent(s) and warrant(s) that it maintains a program to ensure that its suppliers perform their obligations in accordance with terms that are substantially similar to the terms noted in the Haymarket Media, Inc. Supplier Code of Conduct available here: https://www.haymarketmediaus.com/haymarket-media-supplier-code-of-conduct/, incorporated herein by reference, and all applicable labor laws, including but not limited to, laws and regulation relating to health, safety and the environment, fair labor practices and unlawful discrimination.

(Version Date: Oct 1, 2025)


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