Native Advertising Terms
For any lines on the IO that reference Advertiser’s sponsorship of original custom content created by Media Company or its affiliates, such as articles, listicles, infographics, photo galleries, videos, etc. (“Native Content”), the following terms will apply to such placements:
1. Terms and Conditions. The IO and these terms will be governed by the AAAA/IAB Standard Terms and Conditions for Internet Advertising for Media Buys One Year or Less, version 3.0, governed by the laws of the State of New York, or, in the event that the parties have executed master terms and conditions, such master terms shall apply (as applicable, the “IO Terms”). Native Content is not considered “Media Company Advertising Materials” pursuant to the IO Terms; instead, these terms will supplement the IO and apply to all line items in the IO pertaining to Advertiser’s sponsorship of Native Content.
2. Non-cancellation. All Native Content sponsorships and placements on the IO pertaining to the Native Content are non-cancellable after the editorial kick-off meeting between the parties that is scheduled by Media Company.
3. Advertiser Branding and Disclosure. Advertiser will be identified as the sponsor of each piece of Native Content, with "Sponsored by Advertiser" or "Presented by Advertiser" or similar attribution appearing on Media Company's sites whenever a piece of Native Content is displayed. Upon expiration of the term of the IO, Media Company will not be obligated to remove Advertiser’s name or marks from pieces of Native Content on Media Company's sites.
4. Approval. Media Company will have creative control over all Native Content; however, Advertiser shall have the right to approve final Native Content, such approval not to be unreasonably withheld or delayed. Native Content is subject to additional fees for extra rounds of editorial revisions beyond those stated in the timeline provided to the Advertiser on the kick-off call. Cost will depend on the scope of work needed and total additional fees will be presented to the Advertiser before any revisions are made.
5. Native Content Start Date. Advertiser acknowledges and agrees that the Native Content inventory herein can and may have a different start date other than listed in the media plan of the IO. Media Company will adjust the start date accordingly based on Agency/Advertiser communication (written or otherwise) of approval of the said Native Content.
6. Ownership and Usage.
a. Advertiser Marks. Any content, data, logos, trademarks, service marks or other materials provided by Agency or Advertiser (collectively, the “Advertiser Marks”) that are incorporated into the Native Content or otherwise used on Media Company’s sites in connection with the sponsorship (including on a Hub (defined below)) are “Advertising Materials” or Advertiser's "Information" pursuant and subject to the IO Terms.
b. Native Content. Except for any Advertiser Marks, as between Advertiser and Media Company, Media Company (and its licensors, as applicable) shall own all right, title and interest in and to the Native Content (including the right to create derivative works therefrom). Media Company hereby grants Advertiser a royalty-free, non-transferable license during the term of the IO to publicly display and promote the Native Content on Advertiser’s owned and operated websites and/or Advertiser-branded social media accounts in the same form and format as provided to Advertiser by Media Company. Advertiser agrees to provide attribution to Media Company any time the Native Content is used and include an active link back to the Native Content on Media Company’s site.
c. Trademark License. In performing its obligations under and in accordance with these terms, Media Company grants to Advertiser a limited, non-exclusive, royalty-free license to use the trade names, trademarks or service marks of Media Company ("Media Company Marks"); and Advertiser grants to Media Company and Media Company affiliates a limited, non-exclusive, royalty-free license to use the Advertiser Marks (collectively, together with the Media Company Marks listed above, the “Marks”); provided that each party: (i) does not create a unitary composite mark involving a Mark of the other party without the prior written approval of such other party; (ii) displays symbols and notices clearly and sufficiently indicating the trademark status and ownership of the other party’s Marks in accordance with applicable trademark law and practice; and (iii) complies with all written guidelines provided to it by the other party related to use of the other party's Marks. Each party acknowledges the ownership right of the other party in the Marks of the other party and agrees that all use of the other party’s Marks will inure to the benefit, and be on behalf, of the other party. Each party acknowledges that its utilization of the other party’s Marks will not create in it, nor will it represent it has, any right, title, or interest in or to such Marks other than the licenses expressly granted herein.
d. Take Down of Native Content. Should Media Company believe that any particular item of Native Content could negatively impact either or both of the parties, Media Company may request that Advertiser remove such item from any websites where Advertiser has posted such Native Content and Advertiser shall pull down and cease displaying any such Native Content as soon as practicable but in no event later than two (2) business days after such request.
7. Indemnification.
a. Media Company will defend, indemnify, and hold harmless Agency, Advertiser, and each of its agents, affiliates, officers, directors, and employees from and against any losses resulting from any claims brought by a third party alleging that the Native Content (excluding any Advertiser Marks) infringes the rights of a third party (but only to the extent that such claims do not arise from any modifications made by Advertiser or Agency).
b. Advertiser will defend, indemnify, and hold harmless Media Company and its agents, affiliates, officers, directors, and employees from and against any losses resulting from any claims brought by a third party alleging that the Advertiser Marks infringe the rights of a third party.
8. Hub. Where Advertiser has sponsored an entire section of a Media Company site (a “Hub”) on which the Native Content will appear, the following terms will apply:
a. Editorial Content. In addition to the Native Content, Media Company may also post to the Hub third-party, original and/or curated editorial pieces that are thematically aligned and relevant to the topic of the Native Content (the “Editorial Content”). Media Company's editorial teams will have sole discretion with respect to the creation, publication and promotion, if any, of the Editorial Content on the Hub. As between Media Company and Advertiser, Media Company (and its licensors, as applicable) shall retain all right, title and interest in and to the Editorial Content. Should Advertiser have concerns about any of the Editorial Content, Advertiser may notify Media Company and the parties will work together in good faith to determine a mutually agreeable solution.
b. Sponsorship Name for Hub. Media Company will clear the rights to the name of the Hub (e.g. “Food for Thought”), and such name and any marks associated therewith will be owned by Media Company. Should Media Company be unable to clear a Hub name, Media Company will propose and work with Advertiser to determine a suitable replacement name for the Hub.
c. Hub Sponsorship Term. Media Company may remove Advertiser’s name and logo as the sponsor of the Hub after the IO term ends.