Online Third-Party Billing Program Terms

These Online Third-Party Billing Program Terms are governed by the Display Advertising Program Terms referenced in the Insertion Order (“Display Advertising Program Terms”). Unless otherwise expressly defined herein, all terms used herein shall have the meanings given to them in the Agreement. 

For any Insertion Order governed by the Display Advertising Program Terms that explicitly references these Online Third-Party Billing Program Terms, we and you agree to amend the Display Advertising Program Terms as follows:

A.  Notwithstanding anything to the contrary in the Display Advertising Program Terms, you may cancel Preemptible Ads upon two (2) business days’ prior written notice.

B.  The following new Sections are added to the Display Advertising Program Terms:

X.  THIRD-PARTY AD SERVER. A “Third-Party Ad Server” is your contractor (and an “Authorized User” under the Agreement) specified in an Insertion Order that serves and tracks delivery of ad impressions, and has signed a separate third-party ad serving agreement with us. We must approve in advance in writing the serving of ads by anyone other than us. You may not substitute the Third-Party Ad Server specified in an Insertion Order without our consent.

Y.  AD MEASUREMENTS. If we expressly approve in writing your use of a particular Third-Party Ad Server, the second sentence of Section 2 of the Master Terms and Conditions is hereby deleted (except with respect to dynamically priced campaigns, native advertising campaigns, including our “stream ads” and “image ads,” and advertising priced on a viewable impression basis) solely with respect to these Display Advertising Program Terms for those display ad units where we allow third-party ad serving, and we will use your Third-Party Ad Server measurements to calculate your charges and invoice you subject to the following:

We will track the delivery of your ads by placement using our ad server and you will track the delivery of your ads by placement via your Third-Party Ad Server. You agree to provide us with a placement summary based on your Third-Party Ad Server’s delivery count, together with the detailed placement-level monthly report back-up (or a login and password enabling access to such information), no later than ten (10) days after the end of each calendar month of a campaign. Should this information not be timely submitted or made accessible by you to our billing department, we will invoice you and you agree to pay us based solely on our ad server’s measurements. In addition, you agree to provide us within two (2) days, but in no event later than seven (7) days, of the start of a campaign, the logins, passwords, and any other information necessary for us to access the relevant ad serving measurements from your Third-Party Ad Server or to provide access to such information through other means. We will also provide you access to our relevant ad serving measurements. If your Third-Party Ad Server’s measurements are lower than our ad server’s measurements by ten percent (10%) or more, you and we agree to work together in good faith to reconcile the discrepancy within five (5) business days of any notice by us of such dispute. Should an agreement not be reached within five (5) business days, you agree to pay, as full and final settlement of the disputed amount, the amount due based on your Third-Party Ad Server’s measurements, plus an additional ten percent (10%) of such measurements. Notwithstanding anything to the contrary contained in this Y, we will only accept ad serving measurements from a Third-Party Ad Server we expressly approved above or otherwise, in writing, and in no event will we accept ad serving measurements from a fourth-party ad server.

These Online Third-Party Billing Program Terms were last updated on May 12, 2016.