Yahoo Inc. Additional Terms to Advertising Insertion Order

1. Terms and Conditions. The IO, this Addendum and all insertion orders hereunder will be governed by Version 3.0 of the Standard Terms and Conditions for Internet Advertising for Media Buys One Year or Less, as jointly published by the AAAA and the IAB 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”). For purposes of this IO, Meida Company and/or Yahoo will mean Yahoo Ad Tech LLC, Yahoo Inc., and all Yahoo affiliates worldwide. Capitalized terms used herein but not otherwise defined will have the meanings assigned in the IO Terms.

2. Premium Placements. With respect to those line items in the media plan attached and incorporated by reference into the IO (the “Media Plan”) that reference the placement of AOL Homepage Advertisements, AOL Welcome Screen Advertisements, MSN Homepage Advertisements or AOL EMail Sign In Page Advertisements (collectively, “Premium Placements”), the following terms will apply:

(a) Advertiser will have the right to terminate Premium Placements upon thirty (30) business days advance written notice to Yahoo. For purposes of this termination notice, e-mail will constitute written notice.
(b) Advertiser will have the right to terminate Premium Placements purchased for (i) Super Bowl Sunday and the Monday after the Super Bowl or (ii) the Holiday Period, which is defined as the time period of November 15 of any calendar year, through and including December 23 of such calendar year, upon ninety (90) days advance written notice to Yahoo.
(c) Advertiser will not have the right to cancel any Premium Placements that number three (3) or more dates within a thirty (30) day time period.
(d) Yahoo will have the right to charge Advertiser a termination fee equal to the full cost listed on the Media Plan for any Premium Placement terminated outside of the time limitations specified in this Addendum. For purposes of clarity, any request to re-allocate Premium Placements with less than thirty (30) business days advance written notice will be considered a termination of such Premium Placement for purposes of this Section.
(e) The Premium Placements are first party (Media Company) served ad executions. Impression tracking and billing delivery reconciliation will be assessed from the Yahoo reporting system.
(f) For the avoidance of doubt, Yahoo will not cover any third-party fees (ie. ad serving, tracking, verification, etc.) for Premium Placements.
(g) Yahoo has the right to re-forecast and adjust Premium Placements impression estimates and rates to maintain a sold eCPM in February for Q2 forecasts, in May for Q3, in August for Q4 and in November for Q1.
(h) Yahoo does not guarantee impressions for flat rate line items on IOs, and all impression amounts listed on the IO in connection with Premium Placements are estimates only.
(i) In order to improve Yahoo’s products and services, Yahoo frequently tests new implementations and/or features on its sites. Advertiser understands that Yahoo may redesign or modify its sites in connection with such tests which may affect the size or placement of Advertiser’s native and/or non-standard ad placements (not IAB standard ad sizes or placements), and Advertiser will pay for all charges (e.g., impressions, clicks) as set forth in the IO during these tests; however, if a test affects more than 10% of users then Yahoo will provide additional notification to Advertiser prior to such test.

3. ONE by AOL: Display and ONE by AOL: Video. If the IO includes placements on ONE by AOL: Display and/or ONE by AOL: Video Marketplace (collectively, the “Platform”) the following terms will apply to such Platform placements. (Note: the following terms only apply when the Platform placements are set forth on the IO and Yahoo will be managing the campaign within the Platform on behalf of Advertiser (managed service); separate terms would be required if Advertiser desires to access and manage campaigns within the Platform UI directly (self service).)

(a) Platform. Advertiser agrees and understands that Yahoo will manage and optimize, on behalf of Advertiser, all campaigns set forth on the IO via the Platform, via a variable CPM auction environment. Advertiser understands and agrees that Yahoo, on behalf of Advertiser, shall have the ability to launch and edit advertising campaign(s) during the flight dates, increase or decrease maximum bids for advertising inventory, set flight dates and frequency limitations, pause/start advertising campaigns, configure optimization objectives and pacing, upload media, access reporting, create retargeting and conversion pixels, and choose placements and targeting.
(b) Advertising Campaigns. In connection with the IO, Yahoo will, through the Platform, and on behalf of Advertiser, determine optimization objectives and set a Max eCPM for each advertising campaign. “eCPM” means the average, or “effective” cost per one thousand impressions purchased by Yahoo on Advertiser’s behalf. The maximum eCPM (“Max eCPM”) for any advertising campaign shall be determined by Advertiser. Yahoo makes no guarantees or warranties with respect to its ability to deliver the total gross budget amount listed on the IO. Final product cost and deal cost will ultimately be based upon bids, budgets, data, and other costs.

i. Advertiser may, at any time during the advertising campaign, request to increase or decrease its Max eCPM. No Max eCPM changes will go into effect until confirmed in writing (including via e-mail) by Yahoo. Yahoo makes no representations or warranties that a Max eCPM change will have an impact on volume.
ii. Advertiser understands and acknowledges that Yahoo may, in its sole discretion, implement price floors across sites and inventory sources making up placements in the advertising campaign.
iii. Yahoo will, through the Platform, bid on advertising placements based on Advertiser’s stated objectives, but will not exceed the Max dCPM.
iv. Advertiser understands and acknowledges that Yahoo may utilize third party data providers with whom Yahoo has a contractual relationship (“Yahoo Data Provider”) in connection with the advertising campaigns. If Yahoo opts to use an Yahoo Data Provider, Yahoo will include CPM-based fees for such data provider in the variable CPM rate, which together shall not exceed the Max eCPM.

(c) Billing & Payment Terms. Unless otherwise specified on the IO, Yahoo will bill Advertiser monthly based on the Media Cost, as specified below, for all impressions delivered in such month. Notwithstanding any other language on the IO (including in terms incorporated by reference), Yahoo will bill Advertiser based on Yahoo's reported numbers. Yahoo will bill Advertiser based on the “Media Cost,” which is determined by an auction and any third party data provider fees owed to Yahoo. If Yahoo exceeds the Max eCPM in any advertising campaign, Yahoo will only charge Advertiser up to the Max eCPM for such advertising campaign.

4. Xbox Placements. With respect to those line items in the Media Plan, if any, that reference Xbox placements, Advertiser (or Agency on behalf of Advertiser) acknowledges that all Xbox placements will be site served by Media Company and that impression reports generated by Media Company or its designated agents are the basis for billing.

5. Xbox Custom Solution. With respect to a Xbox custom solution (e.g. a Xbox Mini-Game, Kinect Gadget or Branded Destination/Landing Experience) that is either referred to in the IO or is related to the display media in the IO, if any, as between Media Company and Advertiser, Media Company owns all right, title and interest in and to such custom solution, its licensed music, and its code, subject to Advertiser’s ownership of any materials that Advertiser (or Agency on behalf of Advertiser) provided to Media Company (which shall be considered “Advertising Materials” pursuant to the IO Terms) that are contained in the custom solution. Unless otherwise set forth on the IO, if Advertiser cancels the IO in accordance with the IO terms, Advertiser will pay Media Company for any production costs associated with the Xbox custom solution through the effective date of cancellation.

6. Performance Media Cancellation. Unless otherwise set forth on the IO, CPA Deliverables, CPL Deliverables, and CPC Deliverables will be cancellable by either Party on two (2) business days advance notice.

7. Impression Estimates. Unless otherwise set forth on the IO, any impressions or units listed in association with companion banners to video placements, or CPD (cost-per-day), performance media (CPA, CPC, or CPL Deliverables) or flat fee line items on the IO are estimates only and are not guaranteed.

8. Viewability - vCPM Deliverables. With respect to those line items in the Media Plan, if any, that reference the placement of vCPM Deliverables, the following terms will apply:

a. In-View Definition. Where designated by a vCPM on the IO, the Deliverable to meet the purchased quantity will be “In-View” impressions as defined below:

i. For purposes of display inventory, an impression is considered “In-View” to a user when at least fifty percent (50%) of the pixels in the ad are in the viewable browser window for a minimum of one (1) second; however, for display ads sized at 242,500 pixels (which is equivalent to the size of a 970x250 pixel display ad) or greater, an impression is considered “In-View” to a user when at least thirty percent (30%) of the pixels in the ad are in the viewable browser window for a minimum of one (1) second.

ii. For purposes of Video inventory, an impression is considered “In-View” to a user when at least fifty percent (50%) of the pixels in the ad are in the viewable browser window for a minimum of two (2) consecutive seconds.

b. Delivery; Payment. It is understood by all parties that a level of impression overdelivery is required to meet vCPM Deliverables. Agency agrees to be responsible for all Third Party Ad Server fees associated with such overdelivery, unless otherwise agreed upon by the parties in writing on the IO. No makegood shall be honored related to underdelivery of vCPM Deliverables. Advertiser will be billed based on actual delivery of In-View impressions (subject to the terms below regarding Unmeasured Impressions), up to the purchased amount.

c. Vendor; Controlling Measurement. The viewability reporting vendor (“Vendor”) used to track In-View impressions must be MRC-accredited and Yahoo-certified and approved. Agency shall be solely responsible for all costs associated with Agency’s use of Vendor unless explicitly stated otherwise. Vendor will be the “Controlling Measurement” used to track and invoice delivery of In-View impressions, subject to the terms below. However, notwithstanding the foregoing, if Agency is responsible for Vendor and Yahoo is also tracking delivery of In-View impressions with its own MRC-accredited vendor (“1st Party Vendor”) and the difference between the measurements exceeds 10% over the invoice period and the Vendor measurement is lower, then Yahoo may use the 1st Party Vendor numbers as the “Controlling Measurement” to invoice delivery of In-View impressions, subject to the terms below.

d. Unmeasured Impressions. For vCPM Deliverables, Media Company reserves the right to bill on any impressions that are not tracked or measured by the Controlling Measurement (“Unmeasured Impressions”) using the percentage of measured impressions that are In-View as the basis for extrapolation. Specifically, Agency and Media Company agree to allow billing on Unmeasured Impressions as an extrapolation of the In-View percentage of measured impressions, where In-View impressions divided by the total number of measured impressions equals the In-View percentage, and the product of the In-View percentage and the number of Unmeasured Impressions equals the number of extrapolated Unmeasured Impressions to be billed at the vCPM rate.

For example:

800,000 impressions purchased. 1,000,000 impressions delivered.
900,000 impressions measured. 700,000 impressions In-View.
In-View percentage: 700,000 / 900,000 = 78%
Unmeasured Impressions: 1,000,000 – 900,000= 100,000
Billable Unmeasured Impressions: 100,000 * 78%= 78,000

Advertiser will be billed for 700,000 In-View impressions + 78,000 Billable Unmeasured Impressions, for a total of 778,000 impressions billed at the vCPM rate.

e. Reporting Access. As available, the party responsible for the Controlling Measurement will provide the other party with online or automated access to relevant and non-proprietary statistics within one (1) day after campaign launch. The other party will notify the party with Controlling Measurement if such party has not received such access. If such online or automated reporting is not available, the party responsible for the Controlling Measurement will provide placement-level activity reports to the other party on a daily basis throughout the campaign. Notification may be given that access, such as login credentials or automated reporting functionality integration, applies to all current and future IOs for one or more Advertisers, in which case new access for each IO is not necessary. Video inventory requires site-level data on all reports. If the party responsible for the Controlling Measurement fails to provide the required reports or reporting access, the other party may use or provide its own statistics as the basis for calculating and invoicing In-View impression delivery.

f. Exclusions. Unless otherwise specifically agreed to by Yahoo and set forth on the IO, Yahoo will not guarantee viewability on the following inventory, and the above vCPM terms are not applicable to the following placements:

i. AOL Front Doors (AOL.com homepage, MQ homepage, Huffington Post Front Page, Email Login).
ii. Native advertising products
iii. Premium formats (including but not limited to wallpaper, pushdown, mobile, iPad).
iv. Roadblocks
v. Sponsorships
vi. Certain Video placements including: BeOn/branded syndication products, audience guarantees, mobile, connected tv, sponsorships, companion banners, overlay ads, and CPC and CPCV products.

9. Viewability Thresholds. With respect to those line items in the Media Plan, if any, that specify a Viewability Threshold, the following terms will apply:

a. Viewability Threshold; In-View Definition. Yahoo agrees to hold to a threshold guarantee of viewability for certain placements in this campaign as indicated in the IO. Each line item on the IO to which a viewability threshold applies shall clearly state the percentage of impressions that Media Company agrees to deliver In-View (the “Viewability Threshold”).

ii. For purposes of Video inventory, an impression is considered “in-view” to a user when at least fifty percent (50%) of the pixels in the ad are in the viewable browser window for a minimum of two (2) consecutive seconds.

b. Vendor; Controlling Measurement. The viewability reporting vendor (“Vendor”) used to track In-View impressions must be MRC-accredited and Yahoo-certified and approved. Agency shall be solely responsible for all costs associated with Agency’s use of Vendor unless explicitly stated otherwise. Vendor will be the “Controlling Measurement” used to track delivery of In-View impressions, subject to the terms below. However, notwithstanding the foregoing, if Agency is responsible for Vendor and Yahoo is also tracking delivery of In-View impressions with its own MRC-accredited vendor (“1st Party Vendor”) and the difference between the measurements exceeds 10% over the invoice period and the Vendor measurement is lower, then Yahoo may use the 1st Party Vendor numbers as the “Controlling Measurement” to invoice delivery of In-View impressions, subject to the terms below.

c. In-View Percentage. The percentage of impressions that were delivered In-View will be calculated by dividing the number of In-View impressions by either (a) the total number of impressions that were measured or tracked by the Controlling Measurement or (b) the total number of impressions purchased by Advertiser, whichever is less (the “In-View Percentage”).

For example:

1,000,000 impressions purchased. 1,500,000 impressions delivered.
1,300,000 impressions measured. 700,000 impressions In-View.

The number of impressions purchased (1,000,000) is less than the number of impressions measured by the Controlling Measurement (1,300,000), so we use the number of impressions purchased in our calculation: In-View Percentage: 700,000 / 1,000,000 = 70%

d. Delivery; Payment. It is understood by all parties that a level of impression overdelivery may occur. Agency agrees to be responsible for all Third Party Ad Server fees associated with such overdelivery, unless otherwise agreed upon by the parties in writing on the IO. Advertiser will be responsible for paying for all impressions delivered, up to the purchased amount.

e. Makegoods. If the In-View Percentage falls below the agreed Viewability Threshold per plan (overall, across all line items to which the Viewability Threshold applies), a makegood will be issued to cover the difference. Makegoods will be calculated based on end of campaign reporting and valued as the number of impressions required to reach the Viewability Threshold. Makegoods will be delivered on products of Yahoo’s choosing, and must run within three months of the campaign end date, otherwise such makegoods will be forfeited.

f. Reporting Access. As available, the party responsible for the Controlling Measurement will provide the other party with online or automated access to relevant and non-proprietary statistics within one (1) day after campaign launch. The other party will notify the party with Controlling Measurement if such party has not received such access. If such online or automated reporting is not available, the party responsible for the Controlling Measurement will provide placement-level activity reports to the other party on a daily basis throughout the campaign. Notification may be given that access, such as login credentials or automated reporting functionality integration, applies to all current and future IOs for one or more Advertisers, in which case new access for each IO is not necessary. Video inventory requires site-level data on all reports. If the party responsible for the Controlling Measurement fails to provide the required reports or reporting access, the other party may use or provide its own statistics as the basis for calculating and invoicing In-View impression delivery.

g. Exclusions. Unless otherwise specifically agreed to by Yahoo and set forth on the IO, Yahoo will not guarantee Viewability Thresholds on the following inventory, and the above terms are not applicable to the following placements:

10. Native Advertising. With respect to those line items in the media plan, if any, that reference Advertiser’s sponsorship of original custom content created by Media Company or its affiliates, such as articles, listicles, infographics, photo galleries, etc. (“Native Content”), the following terms will apply to such placements:

a. Native Content. 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.

b. Non-cancellation. All Native Content sponsorships and placements on the IO pertaining to the Native Content are fully non-cancellable after the editorial kick-off meeting between the parties that is scheduled by Media Company.

c. 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.

d. 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.

e. 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.

f. Ownership and Usage.

i. 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)) will be owned by Advertiser and deemed to be “Advertising Materials” pursuant and subject to the IO Terms.
ii. 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.
iii. 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 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, 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.
iv. 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.

g. Indemnification.

i. 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).
ii. 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.

h. 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:

i. 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.
ii. 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.
iii. Hub Sponsorship Term. Media Company may remove Advertiser’s name and logo as the sponsor of the Hub after the IO term ends.

11. Mobile Placements. If the IO includes mobile placements the following terms may apply to such placements:

a. Device Identifiers. In connection with the IO Advertiser or its designated vendor (“Vendor”) may receive Device Identifiers related to Advertisements served on behalf of Advertiser (“ID Sharing”). For the purposes of this IO “Device Identifiers” means Apple IDFAs and Android Advertising IDs. Advertiser shall not, and shall procure that Vendor shall not, share Device Identifiers received directly or indirectly from Media Company with any third party. Advertiser and Media Company will not share permanent (i.e. non-resettable) device IDs with each other and to the extent a party becomes aware that it (or in the case of Advertiser, that Vendor) has provided such device IDs to the other party, it shall notify the other party as soon as commercially reasonable.

b. Conversion Tracking. Advertiser warrants and represents that it and Vendor shall: (i) not collect, use, transmit, combine, merge, join, synch, combine, link, or analyze any personally identifiable information with, or otherwise attempt to re-identify, any Device Identifiers received directly or indirectly from Media Company; (ii) only use Device Identifiers it or Vendor receives directly or indirectly from Media Company solely for purposes of calculating conversions pursuant to this IO and frequency capping Ads; and (iii) only use the data received pursuant to this IO on behalf of Advertiser, and no other client of Vendor. For any Device Identifiers provided by Media Company, Advertiser agrees to provide quality rating information to Media Company for such Device Identifiers for purposes of allowing Media Company to optimize campaign performance for Advertiser. Vendor shall not be considered a third party hereunder and Advertiser shall ensure that Vendor complies with the restrictions on Vendor set forth herein. Advertiser agrees to defend, indemnify, and hold harmless Media Company and each of its affiliates and representatives from losses resulting from any claims brought by a third party relating to the ID Sharing or a breach of any obligation, warranty or undertaking provided by Advertiser in section 11 (a) above and this section 11(b).

c. Variable Pricing. Advertiser understands and agrees that where there is a variable pricing line item for mobile placements (which may be indicated by “bid” or similar wording) Media Company may fulfill the IO through inventory on Media Company's standard advertising network, as well as, at its sole reasonable discretion, through auction-based exchanges. Advertiser further acknowledges that auction-based purchasing is dependent upon bid and ask amounts which may be set by Media Company in its sole reasonable discretion (subject to a maximum equal to the rate set forth on the IO, if the rate set forth on the IO is greater than zero, and subject to deductions for fees payable to the third-party auction service provider, if any), and is therefore not guaranteed. Notwithstanding the foregoing, Media Company shall endeavour to meet Advertiser back-end metrics as provided by Agency from time to time, although Advertiser understands that such back-end metrics, including without limitation the number of units delivered (subject to a minimum equal to the number of units set forth on the IO, if the number of units set forth on the IO is greater than zero and if the entire campaign amount is spent), are not guaranteed.

d. User Generated Content. Advertiser acknowledges and agrees that: (i) content that is generated by end users of the Sites (“User-Generated Ad Content”) and incorporated into Ads is done so at Advertiser’s direction, in accordance with the IO and Advertiser’s privacy policies; (ii) such User-Generated Ad Content shall be deemed to be Advertising Materials provided by Advertiser; and (iii) Advertiser must supply Media Company with a copy of (or link to) Advertiser’s privacy policy and appropriate and lawful user terms and conditions that apply to such User-Generated Ad Content.

Last updated: October 2019

State Privacy Rights

State Privacy Rights

Yahoo Inc. Additional Terms to Advertising Insertion Order