KEYNES ADDENDUM TO THE AAAA/IAB STANDARD TERMS AND CONDITIONS FOR INTERNET ADVERTISING FOR MEDIA BUYS ONE YEAR OR LESS, VERSION 3.0
This addendum (the “Addendum”) supplements and is made a part of the American Association of Advertising Agencies and Interactive Advertising Bureau Standard Terms and Conditions for Internet Adverting for Media Buys One Year or Less, Version 3.0 (located at https://www.iab.com/wp-content/uploads/2015/06/IAB_4As-tsandcs-FINAL.pdf, as such location may be updated by the IAB from time to time) (the “IAB Media Terms”). Terms defined in the IAB Media Terms shall have the same meaning in this Addendum unless otherwise stated herein. The parties agree that the IAB Media Terms and this Addendum (hereafter collectively referred to as the “Agreement”) shall govern all media buys between Agency and Media Company entered into pursuant to an IO referencing this Agreement. Any conflict between the terms set forth in this Agreement and the terms set forth in any IO shall be resolved in accordance with Section XIV.d. of the IAB Media Terms, as modified in this Addendum. The terms of the IO, along with this Agreement, supersede all terms and conditions previously agreed upon regarding the subject matter of such media buys.
For any IO entered directly between Advertiser and Media Company, all references to “Agency” in the IAB Media Terms and this Addendum will refer to the Advertiser and Sections X.c. and XII.h. of the IAB Media Terms will not apply. For any IO entered by an Agency on behalf of its Advertiser: (a) Agency represents and warrants that it has the authority as Advertiser’s agent to bind Advertiser to this Agreement and each IO, and that all of Agency’s actions related to this Agreement and each IO will be within the scope of such agency; (b) upon request, Agency will make available to Media Company written confirmation of the relationship between Agency and Advertiser which could include, for example, Advertiser’s acknowledgement that Agency is its agent and is authorized to act on its behalf in connection with the IO and this Agreement; and (c) upon request Agency will confirm whether Advertiser has paid to Agency in advance funds sufficient to make payments pursuant to the IO.
The information contained in this Agreement and the applicable IO is confidential and proprietary to Media Company. For purposes of clarity, the terms of this Agreement and the applicable IO shall not be shared by Agency or Advertiser with any individuals or entities except where required to manage the media buys subject to the terms of the Agreement, or otherwise effectuate the terms of the Agreement, and only in the event such individuals or entities are subject to confidentiality obligations at least as protective as those set forth herein.
The IAB Media Terms are hereby amended as follows:
- Definitions.
A. The term “Deliverable” or “Deliverables” shall be interpreted to include programmatic media inventory served on Network Properties.
B. The definition for the term “Media Company” shall be replaced with the following: “‘Media Company’ means Keynes Digital, Inc.”
C. In addition to websites, the term “Media Company Properties” and “Network Properties” shall be interpreted to include mobile applications, Connected TV devices, gaming consoles, as well as other platforms and properties where digital advertising may be delivered.
2. Section I. (Insertion Orders and Inventory Availability)
A. Section I.b. (Availability; Acceptance) is modified by adding the following to the beginning of the last sentence: “Subject to the provisions set forth below regarding modification of the IO and”
B. Section I.c (Revisions) is modified by adding the following sentence at the end of that Section: “Notwithstanding anything else set forth in the Agreement, each IO may be modified, renewed, or extended, and the parties may agree to additional services by written agreement of the parties (including via email). For purposes of clarity, any such modifications, renewals, extensions, or additional services shall be governed by the terms and conditions of the original IO unless otherwise explicitly agreed to in writing by the parties.”
3. Amendments to Section II. (Ad Placement and Positioning)
A. The first sentence of Section II.a. (Compliance with IO) is modified by deleting the following text: “, and, except as set forth in Section VI(c), will create a reasonably balanced delivery schedule.” Advertiser and Agency acknowledge that, given the nature of Media Company’s business, and the nature of programmatic media, delivery of impressions may fluctuate throughout the course of a campaign.
B. References to “two (2) business days” or to a “two (2) business day period” in Section II.c. (Technical Specifications) shall be replaced with “five (5) business days” and “five (5) business day period” respectively.
C. Section II.d. (Editorial Adjacencies) is deleted in its entirety and replaced with the following: “d. Editorial Adjacencies and Competitive Separation. Advertiser and Agency understand and acknowledge that Media Company does not own or operate the Sites upon which Ads will appear, and Media Company does not create, control, or approve, the content on such Sites, including the content against which Ads may appear. Accordingly, unless otherwise agreed to in an IO, standard editorial adjacency provisions do not apply. Unless otherwise agreed to in an IO competitive separation requirements shall not apply.”
4. Amendments to Section III. (Payment and Payment Liability)
A. Section III. (Payment and Payment Liability) is deleted and replaced entirely with the following:
III. Payment and Payment Liability
a. Invoices. Unless otherwise set forth in the IO (e.g., where an IO indicates funds must be prepaid), the invoices will be sent by Media Company at the beginning of each month for services and Deliverables provided the preceding month. Media Company will use commercially reasonable efforts to ensure that all invoices are sent within ninety (90) days of the provision of services and Deliverables. Invoices will be based on Media Company’s measurement of delivery. Invoices will be sent to Agency’s billing address as set forth on the IO. Invoices may be sent via email where the IO includes an email address where such invoices may be delivered. In the event an IO indicates funds must be prepaid, Media Company will invoice Agency prior to the campaign start date, and all funds must be paid in full prior to the start of the campaign; Media Company is not required start the campaign or to begin delivery prior to receiving full payment of such invoice, and Media Company shall have no liability for any delay in the campaign start date or any under delivery that results from a delay in payment of such invoice by Agency.
b. Payment Date. Agency shall make payment 7 days from its receipt of invoice, or as otherwise stated in a payment schedule set forth on the IO.
c. Late Payments. Subject to any applicable legal restrictions or prohibitions regarding late fees, any overdue invoice(s) will immediately incur a non-negotiable late fee of 3%. Every 30 days following the invoice due date will result in an additional 3% late fee which shall be applied to the total amount due at the time such late fee is applied (including any previously incurred late fees). In the event such late fee exceeds that allowed by any applicable legal requirements, the late fee shall be reduced to the maximum amount allowed under law. In addition, in the event Advertiser fails to pay any amount due under an IO which is not otherwise being disputed in good faith by Advertiser, and such failure continues for 10 (ten) days after written notice to Advertiser, Advertiser will be deemed to be in material breach of this agreement and Media Company may, at its election and in addition to all other remedies available under the IO or the Agreement or at law: (1) immediately suspend any ongoing Advertiser campaign and its performance under the IO, (2) immediately reject or cancel any IO submitted by or on behalf of Advertiser, (3) immediately terminate any Advertiser IO. In the event Media Company suspends, cancels, or terminates a campaign or IO pursuant to the foregoing provision, Media Company will have no liability to Advertiser in connection with such cancellation, suspension, or termination, and Media Company shall have no further liability or responsibility to Advertiser in connection with any canceled or terminated IO.
d. Payment Liability. Agency and Advertiser shall be jointly and severally liable for all payments. For purposes of clarity, Media Company may hold Agency liable for all payments due in connection with an IO regardless of whether Agency has received and cleared funds from its Advertiser. Advertiser will reimburse Media Company for all reasonable costs incurred in collecting any overdue payments and related interest, including, without limitation, attorneys’ fees, legal costs, court costs, and collection agency fees.
5. Section IV (Reporting)
A. Section IV.a. (Confirmation of Campaign Initiation) is modified by adding the following at the beginning: “Upon Agency’s request” and by deleting the following text: “, within two (2) business days of the start date of the IO,”
B.The text of Section IV.b. (Media Company Reporting) is deleted in its entirety and replaced with the following: “Media company will make reporting available to Advertiser during regularly scheduled intervals throughout the campaign. Such reports may be provided by Media Company or its designated ad server, and, unless otherwise agreed in writing, will include the number of impressions delivered, spend, and average CPM. Notwithstanding anything else set forth herein or in any IO, the calculation of all fees will be based on Media Company reported numbers.”
C. The text of Section IV.c. (Makegoods for Reporting Failure) is deleted in its entirety and replaced with the following: “Reserved.”
6. Amendments to Section V. (Cancellation and Termination)
A. Section V.a. (Without Cause) is deleted in its entirety and replaced with the following: “Section V.a. (Without Cause). Unless otherwise provided in an IO, Advertiser may cancel the entire IO, or any portion thereof, by providing 72 hours advanced written notice to Media Company. Advertiser will remain responsible for any fees incurred prior to the effective date of such termination.”
B.The following is added at the end of Section V.b. (For Cause): “For purposes of clarity, failure to make timely payment to Media Company in accordance with the provisions set forth in Section III of these Terms shall be considered a material breach of these Terms subject to the additional remedies set forth therein or in the applicable IO. Notwithstanding the foregoing provision or anything else in these Terms, in the event Advertiser (i) files or otherwise becomes subject to a receivership, insolvency proceeding, bankruptcy proceeding or other proceeding for the adjustment and restructuring of debts or liquidation of assets; (ii) makes an assignment for the benefit of creditors; or (iii) becomes insolvent, Media Company may terminate the IO immediately upon notice to Agency.”
7. Amendments to Section VI (Makegoods) and Section VII (Bonus Impressions)
A. The text of Sections VI (Makegoods) and Section VII (Bonus Impressions) are deleted in their entirety, and each is replaced with the following: “Reserved.” Advertiser and Agency acknowledge and agree that, unless otherwise explicitly provided in an IO, Media Company does not guarantee any specific amount of Deliverables, including any specific amount of delivered impressions. Any budget amount stated in an IO is merely an estimate and not a guarantee that the entire budget will be spent in full during the course of a campaign. Advertiser and Agency acknowledge and agree that, given the nature of Media Company’s business, and the nature of programmatic media, delivery of impressions may fluctuate throughout the course of a campaign and guaranteed delivery, even delivery, and makegoods are not available, and bonus impressions are not applicable.
8. Amendments to Section IX (Ad Materials)
A. The second sentence of Section IX.a. (Submission) is deleted in its entirety.
B. The last clause of the second sentence of Section IX.c. (Compliance) starting with “provided that if Media Company has reviewed” is deleted in its entirety, and the following is added at the end of Section IX.c.: “For purposes of clarity and not by way of limitation, material that may bring ‘disparagement, ridicule, or scorn’ upon Media Company or its Affiliates pursuant to the foregoing sentence may include, but is not limited to, material depicting or containing: pornography, nudity, or sexual activity; violence; harassment or bullying; self-harm and other dangerous acts; promotion of illegal activities; weapons; drugs; or gambling activities. Further, Advertiser and Agency acknowledge and agree that Ads and Advertising Materials may be rejected or removed by Media Company’s Third Party inventory partners and owners and operators of Network Properties in the event such Ads or Advertising Materials violate the policies of any such Third Party inventory partners or the owners and operators of such Network Properties”
C. The following is added to Section IX.d. (Damaged Creative): “If Advertiser or Agency fails to provide Media Company with Advertising Materials to replace such damaged, non-compliant or otherwise unacceptable Advertising Materials prior to the scheduled start of the media flight, Advertising Materials will be deemed ‘late’ pursuant to subsection IX.b.”
9. Amendments to Section X (Indemnification)
A. Clause (i) of Section X.b. (By Advertiser) beginning with the phrase “Advertiser’s alleged breach of Section XII” is replaced with the following: “Advertiser’s alleged breach of any of its representations, warranties, or obligations set forth in these Terms or any IO or a breach of any applicable laws rules, or regulations.” Clause (iii) of Section X.b. (By Advertiser) beginning with the phrase “the content or subject matter” is replaced with the following: “(iii) the content or subject matter of any Ad or Advertising Materials (including any claims made in such Ads and any software code associated with such Advertising Materials such as pixels, tags, and JavaScript), including but not limited to allegations that such content or subject matter violates the right of a Third Party (including intellectual property or privacy rights), are defamatory or obscene, contain any viruses, malware, or other harmful code, or violate any applicable laws, rules, or regulations, (iv) the pages and sites to which an Ad or Advertising Materials link, and (v) use of any products or services sold through an Ad or Advertising Materials or through pages or sites to which they link. The following sentence is added at the end of Section X.b. (By Advertiser): “Advertiser shall be responsible for compliance with these Terms by its vendors, and Advertiser’s indemnification obligations herein shall extend to the acts, omissions, services, and deliverables of its vendors.”
B. Section X.e. is added: “e. Government and Self-Regulatory Actions; Subpoenas. For purposes of clarity, the term ‘Third Party,’ as used in this Section X, shall include any government regulatory entity or industry self-regulatory council or commission; and the term ‘Claim,’ as used in this Section X shall be interpreted to include any investigation or enforcement action brought by such parties. The term ‘Claim’ shall also include any subpoenas issued to a party in connection with any IO.”
10. Amendment to Section XII (Non-Disclosure, Data Usage, and Ownership, Privacy and Laws)
A. The definition of Site Data set forth in Section XII.c.iv. is amended by adding the following at the end: “Site Data includes preexisting data owned or licensed by Media Company’s Third Party inventory partners, data partners, or the owners and operators of any Network Properties as well as any information that identifies such party’s site, brand, content, context, or users as such.”
B. Section XII.d.ii. is deleted in its entirety and replaced with the following: “Reserved.”
C. In Section XII.d.iii. the text “Advertiser, Agency, and Media Company” is deleted in its entirety and replaced with the following: “Advertiser and Agency.”
D. The second sentence of Section XII.h. beginning with the text: “Notwithstanding the foregoing,” is deleted in its entirety.
11. Amendment to Section XIII (Third Party Ad Serving and Tracking)
A. All text in Section XIII.a. following the phrase “Media Company will track delivery through its ad server” is deleted.
B. Section XIII.b. is replaced in its entirety with the following: “The controlling measurement used for measuring delivery will be Media Company’s designated ad server and Media Company will provide Advertiser access to such reports.”
C. The text of each Section XIII.c. through XIII.g. is deleted in its entirety, and each is replaced with the following: “Reserved.”
12. Amendment to Section XIV (Miscellaneous)
A. Section XIV.d. (Conflicts; Governing Law; Amendment) is modified to replace the first placeholder with “Texas, without reference to its choice of law rules” and the second placeholder with “the state and federal courts located in Austin, Texas.” In addition, the following text is added after the third sentence: “For purposes of clarity, in the event that any proceeding relating to this agreement or the transactions contemplated hereby is initiated by either party, each of the parties: (a) submits to the exclusive jurisdiction and venue of any state and federal courts located in Austin, Texas; (b) agrees that all claims in respect of the proceeding may be heard and determined in any such court, (c) waives any objection to jurisdiction or venue in any such proceeding; and (d) each of the parties waives any defense of inconvenient forum to the maintenance of any proceeding so brought and waives any bond, surety or other security that might be required of the other party with respect to any such proceeding.”
The second sentence of Section XIV.e (Notice) is deleted and replaced with the following: “All notices to Agency and Advertiser will be sent to the contact as noted on the IO and all notices to Media Company will be sent to dan@keynesdigital.com.” And the third sentence of Section XIV.e (Notice) is deleted in its entirety.
The first sentence of Section XIV.f. (Survival) is replaced with the following: “Those Sections of these Terms which by their nature are intended to survive termination or expiration of these Terms shall survive termination or expiration of these Terms.”
New Section XIV.h (Attorneys’ Fees) is added with the following: “In the event that either of the parties hereto (or any successor thereto) resorts to legal action, in order to enforce, defend or interpret any of the terms or the provisions of this agreement, the substantially prevailing party shall be entitled to an award of reasonable attorneys’ fees and costs incurred, including all expert witness fees and costs actually incurred for the services rendered to such substantially prevailing party. In addition, when attorneys’ fees are awarded, the substantially prevailing party shall be entitled to recover from the non-prevailing party post-judgment attorneys’ fees and expert witness fees incurred by the substantially prevailing party in enforcing a judgment against the non-prevailing party. Notwithstanding anything in this agreement to the contrary, the provisions of the preceding sentence are intended to be severable from the balance of this agreement, shall survive any judgment rendered in connection with the aforesaid legal action, and shall not be merged into any such judgment.”
New Section XIV.i (Waiver of Jury Trial) is added with the following: “THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY, AFTER CAREFUL CONSIDERATION AND AN OPPORTUNITY TO SEEK LEGAL ADVICE, WAIVE THEIR RIGHT TO HAVE A TRIAL BY JURY IN RESPECT OF ANY LITIGATION ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY OF THE PROVISIONS OF OR MATTERS RELATED TO THIS AGREEMENT.”
13. Additional Provisions.
A. The following Section XV. is added:
XVa. Advertiser and Agency understand and acknowledge that some services provided by Media Company rely on external services provided by Third Parties, including certain Third Party inventory partners and data providers, and owners and operators of Network Properties. By using Media Company’s services, Advertiser and Agency agree to comply with any terms and conditions and/or policies promulgated by such Third Parties. Advertiser and Agency acknowledge and agree that Media Company makes no representations or warranties in connection with such Third Party providers or their products and services.
XV.b. Notwithstanding anything else set forth in this Agreement, Advertiser and Agency shall use any reporting or other data generated by Advertiser’s use of the Media Company services or the transactions executed hereunder solely for Advertiser’s internal purposes in connection with media buying and planning. Neither Advertiser or Agency shall merge or combine any such data with any directly identifiable information or otherwise re-identify or attempt to reidentify any individual.
XV.c. Advertiser and Agency acknowledge and agree that Media Company may use The Trade Desk, Inc. to monitor interaction with Advertiser’s ads and websites, and The Trade Desk may gather information (include unique online identifiers) about consumers from cookies and/or other automated technologies (not to include directly identifying information such as a consumer’s name). Consumers may opt out from Trade Desk’s collection of such information by clicking on the following link: http://www.adsrvr.org. In the event Advertiser implements any such tracking or monitoring technologies on its websites, mobile applications, or other owned and operated properties, Advertiser shall be fully responsible for ensuring that any legally required notice has been provided to consumers regarding the use of such technology, any legally required consents have been obtained from such consumers, and any legally required opt out mechanisms have been implemented. Advertiser shall not import any directly identifying information (e.g., name, email address, physical address) through such technologies or distribute any viruses or malware through its Ads or such technologies. Notwithstanding anything else set forth in this Agreement, Advertiser and Agency may not create targeting profiles or segments on the basis of the publisher sites that a user has visited, the content on the publisher’s page or site, or the general interest area(s) covered by the publisher (e.g., Advertiser may not create an “ESPN Audience” segment based on any information obtained during a prior campaign on ESPN properties).
XV.d. Advertiser will comply with The Trade Desk Ads Standards, located on the Trade Desk Wiki (or successor URL) and with other Third Party ad standards, security requirements, or guidelines provided to Advertiser. Notwithstanding anything else set forth in this Agreement, Advertiser shall not use any persistent identifier to target users of any inventory (websites, apps, or other online properties) directed or targeted at users under the age of 13 or that Advertiser knows or should know are used by a substantial or disproportionately high ratio of children under the age of 13.
XV.e. Advertiser and Agency shall not place any Ads related to gambling or run any advertising campaigns related to gambling unless otherwise explicitly agreed to in an IO.
XV.f. Advertiser shall follow the Notice and Choice Provisions of the NAI Principles found at www.networkadvertising.org and publish and comply with a legally sufficient privacy policy that fulfills the requirements of the DAA Self-Governing Principles found at aboutads.info. Advertiser shall ensure that its collection, storage, disclosure, provision, and use of all user data, whether conducted through the Media Company’s platform or service, or otherwise, is strictly in compliance with all applicable laws, including any legal requirements related to use of IP addresses, cookie identifiers, device IDs, or other unique identifiers and behavioral information, COPPA, the Video Privacy Protection Act, the California Consumer Privacy Act/California Privacy Rights Act and similar state privacy laws. Advertiser represents and warrants that it has provided any legally required notices to users, obtained any legally required consents from users, implemented any legally required opt-out mechanisms for users to use any data provided by Advertiser in connection with Media Company’s services and that it will not provide any data related to an individual who (1) has exercised an option to opt-out of targeted advertising, cross contextual behavioral advertising, or any other opt-out option which Advertiser has committed to honoring; (2) where Advertiser possesses actual knowledge that such individual suffers from a particular health condition; (3) who is not a resident of the United States; or (4) whom Company knows to be under the age of 16; and Advertiser will not provide information regarding an individual that would be considered protected, sensitive, special or similar under any applicable privacy law. In addition, Media Company and its Third Party inventory partners reserve the right to place the AdChoice icon (or a similar icon) on the Advertiser’s Ads that do not already include such icon.
XV.g. Advertiser and Agency shall use any data regarding TV inventory provided through the Media Company’s platform or services, whether pre-campaign or post-campaign (“TV Data”) solely for purposes of planning and administering campaigns, including post-campaign analysis. Advertiser and Agency may not (i) disclose, display, copy, transmit, reproduce, or duplicate the TV Data for any purposes except as expressly stated in this section; (ii) make any use whatsoever, including use of information derived therefrom, except as may be permitted directly through Media Company’s platform and services, or as otherwise permitted in this section; or (iii) rent, sell, sublicense, transfer, grant any rights in, modify, reverse engineer or create derivative works of (including analytics based on, except as described in this Section) the TV Data.
XV.h Media Company has developed an online platform that allows Advertiser, Agency, and their authorized personnel (“Users”) to access, review, and analyze data related to Campaigns (the “Platform”). Subject to the terms and conditions of this Agreement, Media Company hereby grants to Advertiser, Agency, and their respective Users a non-exclusive, non-transferable right to access and use the Platform, solely for use by Users in accordance with the terms and conditions herein. Such use is limited to Advertiser’s or Agency’s internal use. Advertiser and/or Agency are solely responsible for: (a) determining which Users have access to the Platform and (b) for ensuring its Users adhere to the terms of this Agreement. By agreeing to this Addendum and signing an IO, Advertiser represents and warrants that it has the authority to enter into this Agreement on its behalf, and on behalf of its Users.
XV.i Advertiser and/or Agency is entirely responsible for maintaining the confidentiality of its password and account information, and agrees that it is solely responsible for any and all activities associated with User accounts. Advertiser or Agency agrees to promptly notify Media Company of any unauthorized use of a User account, or any other breach of security. Media Company will not be liable for any loss, damages, liability, expenses, or attorneys’ fees that Advertiser and/or Agency may incur as a result of an unauthorized use of a User account. Advertiser and/or Agency agree that it is solely liable for losses, damages, liability, expenses, and attorneys’ fees incurred by Users.
XV.j Advertiser and/or Agency will not use the Platform for any purposes beyond the scope of the access granted in this Agreement. Advertiser and/or Agency will not at any time, directly or indirectly, and will not permit any Users to: (i) copy, modify, or create derivative works of the Platform, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Platform; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Platform, in whole or in part; (iv) remove any proprietary notices from the Platform; or (v) use the Platform in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.
XV.k Media Company may temporarily suspend Advertiser’s and any User’s access to any portion or all of the Platform if: (i) Media Company reasonably determines that (A) there is a threat or attack on the Platform; (B) Advertiser’s or any User’s use of the Platform disrupts or poses a security risk to the Platform or to any other Advertiser or vendor of Media Company; (C) Advertiser, or any User, is using the Platform for fraudulent or illegal activities; or (D) Media Company’s provision of the Platform to Advertiser or any User is prohibited by applicable law; (ii) any vendor of Media Company has suspended or terminated Media Company’s access to or use of any third-party services or products required to enable Advertiser to access the Platform; or (iii) Advertiser or Agency breaches its payment obligations as described in the applicable IO (any such suspension described in subclause (i), (ii), or (iii), a “Service Suspension”). Media Company will use commercially reasonable efforts to provide written notice of any Service Suspension to Advertiser and to provide updates regarding resumption of access to the Platform following any Service Suspension. Media Company will use commercially reasonable efforts to resume providing access to the Platform as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Media Company will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Advertiser or any User may incur as a result of a Service Suspension. In addition, Media Company may suspend or terminate Advertiser’s and any User’s access to the Platform in the event such Advertiser or User has not had any active campaigns or IOs for a period of 3 months.
XV.l THE PLATFORM IS PROVIDED “AS IS” AND MEDIA COMPANY HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. MEDIA COMPANY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. MEDIA COMPANY MAKES NO WARRANTY OF ANY KIND THAT THE PLATFORM, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET ADVERTISER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.