The terms of this any insertion order (“IO”) between TVIQ, LLC (“TVIQ”), and any seller transacting with TVIQ, across any platform operated by TVIQ, are subject to both the IAB Standard Terms and Conditions v3.0, located at https://www.iab.com/wp-content/uploads/2015/06/IAB_4As-tsandcs-FINAL.pdf (the “T&Cs”) and any additional terms located herein. In accordance with the T&Cs, Supply Partner shall act as “Media Company” and Demand Partner shall act as “Agency”, collectively referred as the “parties” and separately as a “party”. All capitalized terms used in this IO shall have the meanings ascribed thereto in the T&Cs unless specifically defined herein. In the event of a contradiction between the provisions of the IO and the T&Cs, the provisions of the IO shall prevail. For the avoidance of any doubt, either party shall not be subject to or bound by the other party’s online terms and conditions that amend, conflict with, or supplement this IO, regardless of whether the former party’s “clicks through” or otherwise indicates its acceptance of the latter party’s online terms and conditions. This IO shall be effective as of the Effective Date above and shall be effective for a term of one (1) year(s) unless earlier terminated in accordance with its terms (the “Initial Term”). If neither party provides a notice of nonrenewal no less than thirty (30) calendar days prior to the expiration of the Initial Term, this IO will automatically renew, on its existing terms, for one additional year term. Both parties can terminate this IO, by providing the other party with 2 working days’ prior written notice.
Payment terms are Net 60 days from the end of each calendar month (“Payment Terms”).
Reporting numbers are based on Demand Partner numbers. If the reporting discrepancy is greater than 10%, the parties further agree to work together in good faith to reconcile any reporting discrepancies.
Payment Timing. TVIQ intends to remit payment for undisputed amounts within sixty (60) days following the close of the applicable billing period and shall use commercially reasonable efforts to meet such timeline. Supplier acknowledges and agrees that TVIQ acts solely as an intermediary between buyers and suppliers and does not guarantee the payment obligations of any buyer, advertiser, agency, DSP, SSP, exchange, reseller, or other demand source.
Accordingly, TVIQ shall have no obligation to remit payment for any transaction until TVIQ has actually received the corresponding payment from the applicable buyer or other responsible payment source. TVIQ shall not be required to pre-fund, advance, finance, or otherwise assume the credit risk of any third party. Following receipt of payment, TVIQ shall remit the corresponding undisputed amounts to Supplier within its next regular payment cycle, subject to any applicable deductions, chargebacks, IVT adjustments, refunds, offsets, taxes, or other adjustments permitted under this Agreement.
For the avoidance of any doubt, any and all bank fees and charges applicable to each party’s servicing bank, own taxes, levies and/or duties shall be individually and separately paid by the respective party.
IVT Management: For purposes of this Agreement, “Multihop Supply” means any advertising inventory or traffic not sourced directly from the originating publisher and instead delivered through one or more intermediaries, including, without limitation, SSPs, exchanges, resellers, aggregators, inventory extension partners, audience extension partners, or any other third party acting between the originating publisher and TVIQ.
Invalid Traffic (“IVT”) Adjustments. Supplier acknowledges that TVIQ’s IVT determinations are dependent upon reporting received from buyers, demand-side platforms, supply-side platforms, advertisers, verification providers, and other third-party sources. Such reporting frequently identifies affected inventory only at the bundle, application, domain, or inventory-group level and may not identify the originating Multihop Supplier. Accordingly, TVIQ shall determine IVT adjustments using the best available information reasonably available at the time of assessment. Where the responsible Multihop Supplier cannot be definitively identified, TVIQ may allocate the associated IVT clawback, credit, deduction, refund, chargeback, payment reversal, or offset to any Supplier providing Multihop Supply associated with the affected bundle or inventory grouping during the applicable reporting period. Supplier agrees that such allocation methodology is commercially reasonable, reflects accepted industry limitations regarding IVT attribution, and shall be binding unless Supplier provides objective documentary evidence demonstrating that its inventory was not included in the affected inventory reported by the buyer.
TVIQ shall not be required to absorb IVT-related losses where buyer reporting does not permit precise supplier attribution. Supplier acknowledges that IVT adjustments allocated pursuant to this Section are intended solely to pass through buyer-imposed financial adjustments and do not constitute a determination that Supplier was the definitive source of the reported invalid traffic.
Additional Restrictions:
Demand Partner reserves the right to withhold a payment only for the portion of actions related to the aforesaid soundly proven fraudulent action. In such case, the Demand Partner shall immediately inform the Supply Partner and provide the Supply Partner with the following (1) report from the recognized third-party fraud verification tool accredited by MRC to analyze applicable metric type (such as Forensiq, IAS, DoubleVerify, WhiteOps, Protected or Moat) showing the exact fraud claim and the identifiers of the fraudulent actions, and (2) proof of nonpayment from the respective the TVIQ partners. Both of which must be presented to Supply Partner within 60 days of the end of the month in which fees was accrued. Payments for valid actions and traffic which aren’t justified as fraudulent within the aforesaid period shall be paid in full. TVIQ is permitted to delay or withhold payments to the Supply Partner on grounds of sequential payment liability only if non-collection events from its partners – attributable to the Supply Partner’s deliverables – are substantiated with appropriate written documentation submitted to the Supply Partner no later than 60 days after the month in which the issue occurred. In cases of non-payment or withholding mentioned herein, TVIQ undertakes to share comprehensive details regarding affected partners to support a thorough investigation and resolution of the dispute. Cases of bankruptcy or default by any buying partner directly or indirectly purchasing media from TVIQ, or any inability to recoup payments from any TVIQ buyer, shall be resolved on a case-by-case basis.
Special Terms and Conditions:
Compliance with GDPR is mandatory for each party. The data controller warrants it has obtained all necessary consents from users to carry out its obligations under this IO.
No modifications, amendments, or supplements to this IO shall be effective unless made in writing and signed by both parties. Any attempt to alter this Agreement without such written consent will be considered null and void.
The following wording is hereby added to the Section XI. “Limitation of Liability” of the Terms & Conditions:
EACH PARTY ON BEHALF OF ITSELF AND ITS AFFILIATES DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION FOR NON-INFRINGEMENT, SATISFACTORY QUALITY, ANY SERVICE\CAMPAIGN RESULTS, MERCHANTABILITY AND FITNESS FOR ANY PURPOSE. TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED “AS IS” AND AT ADVERTISER’S\AGENCY’S OPTION AND RISK AND NONE OF MEDIA COMPANY, ITS AFFILIATES OR MEDIA COMPANY’S PARTNERS MAKE ANY GUARANTEE IN CONNECTION WITH THE SERVICES\CAMPAIGNS OR WITH ANY RESULTS OF THE ABOVE.
The following changes shall be made to Section XIV. MISCELLANEOUS b. Assignment of the IAB Standard Terms & Conditions: Neither Party may assign, transfer, or delegate any or all of its rights or obligations under this IO, without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed; provided, however, that either Party may assign this IO to an affiliate, a successor-in-interest by consolidation, merger, or operation of law or to a purchaser of all or substantially all of the Party’s assets. No assignment shall relieve the assigning Party of any of its obligations hereunder. Any attempted assignment, transfer, or other conveyance in violation of the foregoing shall be null and void. This IO shall be binding upon and shall ensure to the benefit of the Parties hereto and their respective successors and permitted assigns.
Each party shall be and act as an independent contractor and not as partner, joint venture, or agent of the other.
This IO shall be governed by the laws of New York, United States. Any dispute arising out of this IO may be resolved in the courts of New York.