These Master Terms and Conditions (the “Master Terms”) govern all advertising, sponsorship, lead generation, event, measurement, analytics, reporting, dashboard, API integration, and related marketing services (collectively, the “Services”) provided by Touchpoint Markets, Inc., together with its subsidiaries, parent, and commonly-owned or controlled affiliates (collectively, “TM”), to the client identified on an applicable Order (“Client”).
These Master Terms apply to any executed Insertion Order, Statement of Work, Work Order, or Service Exhibit (each, an “Order”), together with any Exhibit attached hereto or referenced by an Order (each, an “Exhibit”). The Master Terms, all applicable Exhibits, and all executed Orders together constitute the “Agreement.”
Defined terms used in any Exhibit or Order shall have the meanings set forth in the Master Terms unless otherwise expressly defined. Capitalized terms not otherwise defined have the meanings ascribed to them in the body of these Master Terms.
These Master Terms apply to all Services performed by TM for Client, regardless of channel, format, or service line. The specific scope, deliverables, fees, term, and any service-line-specific terms applicable to a given engagement shall be set forth in the applicable Order and any incorporated Exhibit.
These Master Terms govern (a) any direct relationship between TM and Client; and (b) any relationship between TM and an advertising agency listed on an Order (“Agency”) acting on behalf of an advertiser. Where an Agency executes an Order on behalf of an advertiser, references to “Client” shall be deemed to include both the advertiser and the Agency, jointly and severally, except where the context expressly indicates otherwise.
No Services shall commence until the earlier of: (a) execution of an applicable Order by both parties; or (b) commencement of Services by TM at Client’s written request. Each Order shall be subject to and incorporate these Master Terms and any applicable Exhibit. Modifications to an Order shall not be binding unless mutually agreed in writing by authorized representatives of both parties.
TM reserves the right to decline any Order in its reasonable discretion. No Service shall be deemed accepted by TM until TM has confirmed acceptance in writing or commenced performance.
Where an Agency is identified on an Order as acting on behalf of an advertiser, Agency represents and warrants that it has the authority to bind the advertiser to this Agreement and to each Order, and that all of Agency’s actions and inactions relating to this Agreement and each Order will be within the scope of such agency. Unless and until the advertiser provides TM with written notice limiting Agency’s authority, TM may rely on communications from Agency as binding on the advertiser.
All payment obligations under Orders and all indemnification obligations set forth in this Agreement shall be the joint and several liability of the advertiser and the Agency. Agency shall defend, indemnify, and hold TM harmless from Losses (as defined below) resulting from any breach of this Section.
TM does not accept sequential liability under any circumstances. Any alternate payment terms must be approved in writing by TM and expressly included in the applicable Order.
TM reserves the right, in its reasonable discretion, to edit, revise, reject, suspend, or remove any Client-supplied content, creative, or instruction that: (a) does not comply with TM’s then-current guidelines; (b) violates any applicable law, regulation, or judicial or administrative order; (c) infringes any third-party right; (d) may bring disparagement, ridicule, or scorn upon TM or any of its affiliates; (e) may reasonably expose TM to legal, reputational, operational, or regulatory risk; or (f) is tendered by an advertiser whose account is delinquent.
TM may also edit Client content to the extent reasonably necessary to distinguish it from editorial content or to comply with applicable disclosure requirements.
Client represents and warrants that: (a) use of all Client-supplied materials, including any advertising content (each, an “Ad”), data, lists, and instructions, will not infringe any copyright, moral right, trademark, patent, trade secret, right of privacy, right of publicity, or other right of any third party; (b) all necessary model, talent, location, and property releases for use of Client materials have been obtained, and Client is responsible for all amounts due under and compliance with any applicable collective bargaining agreement; (c) no claim has been made that Client lacks the necessary rights to effectuate the purposes of this Agreement; (d) no portion of any Client material is unlawful, defamatory, pornographic, or otherwise actionable, and all Client materials comply with applicable laws and industry codes; and (e) Client materials and instructions comply with all applicable industry-specific laws and self-regulatory codes (including, where applicable, attorney advertising rules, financial services advertising rules, healthcare advertising rules, and children’s advertising rules).
Each party represents and warrants to the other that: (a) it is duly organized and in good standing under the laws of its jurisdiction of formation; (b) it has the authority to enter into and perform its obligations under this Agreement; and (c) it will perform its obligations in a professional and workmanlike manner consistent with applicable industry standards.
“Confidential Information” means any non-public information disclosed by one party (the “Discloser”) to the other (the “Recipient”) that is identified as confidential or that, given the nature of the information or circumstances of disclosure, a reasonable person would understand to be confidential, including pricing, methodologies, audience data, measurement outputs, business strategies, and Client-specific performance data.
Recipient shall: (a) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement; (b) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information of a similar nature, and in no event less than a reasonable standard of care; and (c) not disclose Confidential Information to any third party other than to its employees, affiliates, contractors, and professional advisors who have a need to know and who are bound by obligations of confidentiality no less protective than those set forth herein.
Confidentiality obligations do not apply to information that is: (i) publicly available through no breach of this Agreement; (ii) independently developed without use of or reference to the Discloser’s Confidential Information; (iii) rightfully received from a third party without restriction; or (iv) required to be disclosed by law or legal process, provided that Recipient gives Discloser prompt notice (where legally permitted) to allow Discloser to seek a protective order. Confidentiality obligations under this Section shall survive termination of this Agreement for three (3) years; trade secrets shall be protected for as long as they remain trade secrets under applicable law.
Each party shall comply with all applicable privacy, data protection, and consumer protection laws, including, where applicable, the California Consumer Privacy Act / California Privacy Rights Act, the EU and UK General Data Protection Regulation, CAN-SPAM, CASL, the Telephone Consumer Protection Act, and applicable state privacy laws.
Client represents and warrants that all personal information, audience data, contact lists, and similar data provided to TM has been collected and may be shared with and processed by TM consistent with all applicable laws, Client’s posted privacy notice, and any applicable consents or opt-outs.
TM may generate aggregated, anonymized, benchmarked, or derived analytics from data processed under this Agreement, provided that Client-specific Confidential Information is not identifiable in such outputs. TM shall retain data only for the period reasonably necessary to perform the Services, support reconciliation or dispute resolution, comply with applicable law, or maintain system integrity and fraud-prevention controls. Specific data flows, retention periods, and processing roles for measurement and analytics services are addressed in Exhibit 2.
TM may use automation, machine learning, artificial intelligence, probabilistic modeling, and derived analytics in connection with the Services. Where automated systems materially influence Services or outputs delivered to Client, TM shall: (a) disclose such use upon Client’s reasonable request; (b) implement safeguards designed to promote reliability; and (c) monitor system performance in the ordinary course of business.
TM retains all right, title, and interest in and to all methodologies, algorithms, models, software, workflows, configurations, dashboards, and derivative works developed before or during the term of this Agreement, including any improvements, refinements, or enhancements developed in the course of performing Services, provided that Client Confidential Information shall not be disclosed or identifiable in such methodologies or improvements.
Client shall defend, indemnify, and hold harmless TM, its parent, subsidiaries, commonly-owned or controlled affiliates, and their respective officers, directors, employees, and agents from and against any and all losses, damages, liabilities, judgments, settlements, costs, and expenses, including reasonable attorneys’ fees (collectively, “Losses”), arising out of or relating to any third-party claim, suit, action, or proceeding (each, a “Claim”) based on or arising from: (a) any Ad, content, data, list, or other material supplied by or on behalf of Client; (b) Client’s breach of any representation, warranty, or obligation under this Agreement; (c) any allegation that any Ad or other Client material infringes any intellectual property right, right of privacy, right of publicity, or violates the Lanham Act, any defamation law, or any other applicable law or regulation; (d) any product, service, prize, or promotion offered or distributed by or on behalf of Client; or (e) Client’s use of any measurement output, report, or deliverable in violation of this Agreement or applicable law.
The indemnifying party’s obligations are conditioned on: (i) the indemnified party promptly notifying the indemnifying party of the Claim; (ii) the indemnifying party having sole control of the defense and settlement of the Claim, provided that no settlement may impose any non-monetary obligation on the indemnified party without the indemnified party’s prior written consent; and (iii) the indemnified party reasonably cooperating with the indemnifying party at the indemnifying party’s expense.
EXCEPT FOR (A) A PARTY’S INDEMNIFICATION OBLIGATIONS, (B) BREACH OF CONFIDENTIALITY, (C) CLIENT’S PAYMENT OBLIGATIONS, OR (D) A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITY, BUSINESS INTERRUPTION, ATTRIBUTION OR MEASUREMENT DISCREPANCIES, MODELED-OUTPUT VARIANCES, OR THIRD-PARTY PLATFORM LIMITATIONS, REGARDLESS OF THE FORM OF ACTION AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
EXCEPT FOR THE EXCLUSIONS LISTED ABOVE, TM’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY, SHALL NOT EXCEED THE FEES ACTUALLY PAID OR PAYABLE BY CLIENT TO TM UNDER THE APPLICABLE ORDER GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
Without limiting the foregoing, TM shall not be liable for: (i) delays in or non-delivery of any Ad placement caused by Client or by conditions beyond TM’s reasonable control; (ii) errors, omissions, or failures to execute an Ad as it is exhibited to the public, except to the extent caused by TM’s gross negligence or willful misconduct; or (iii) the results or business outcomes achieved by any Service. Client’s sole and exclusive remedy for any failure to execute an Ad in accordance with an Order, or for any error in any Ad, shall be a make-good of equal or lesser value in the same property or service line, as more fully described in Section 13.
Unless alternate payment terms are expressly approved in writing by TM and incorporated into the applicable Order, TM’s standard payment terms are net thirty (30) days from the date of invoice. All payments shall be made in U.S. dollars, payable to “Touchpoint Markets, Inc.” Client waives the right to dispute any item reflected on an invoice unless such dispute is submitted to TM in writing within thirty (30) days of the invoice date.
TM may suspend performance or terminate this Agreement or any applicable Order in the event Client is more than ninety (90) days delinquent in payment of any undisputed amount, provided that TM gives Client not less than thirty (30) days’ prior written notice (email sufficient) of such delinquency.
Client shall be liable for all reasonable costs of collection incurred by TM, including reasonable attorneys’ fees and court costs. The right to recover collection costs is in addition to, and not in lieu of, TM’s rights to suspend performance or terminate due to non-payment.
Client shall be responsible for all taxes (other than TM’s income taxes) imposed as a result of any Services rendered under an Order.
Any publication or delivery errors, omissions, or failures to execute an Ad shall not be considered a breach of this Agreement or any Order. Client shall promptly notify TM upon becoming aware of any such error, omission, or failure. Client’s sole and exclusive remedy for any such error, omission, or failure to execute shall be a make-good of equal or lesser value in the same property or service line, to be delivered as soon as commercially practicable. The election of a make-good in lieu of a refund shall be at TM’s reasonable discretion.
TM may adjust its advertising and service rates upon written notice to Client. Adjusted rates shall apply only to future, not existing, Orders. Client may cancel any Order without charge upon receipt of notice of a rate change by providing written notice to TM within thirty (30) days of such notice. If Client fails to cancel within such period, the Order shall remain in full force and effect through its scheduled expiration date at the increased rate.
These Master Terms commence on the effective date of the first Order executed by the parties and continue until terminated as provided herein. Termination of these Master Terms shall not affect any Order then in effect, which shall continue to be governed by these Master Terms until completion or earlier termination of such Order.
Either party may terminate this Agreement or any Order for cause upon thirty (30) days’ prior written notice to the other party of a material breach if such breach remains uncured at the end of such notice period. TM may terminate immediately for Client’s non-payment of undisputed amounts in accordance with Section 12.
Either party may terminate this Agreement or any Order immediately upon written notice if the other party: (a) becomes insolvent; (b) makes an assignment for the benefit of creditors; (c) files or has filed against it a petition in bankruptcy that is not dismissed within sixty (60) days; or (d) ceases to do business in the ordinary course.
Upon termination or expiration: (i) Client shall pay TM for all Services performed and all non-cancellable commitments incurred through the effective date of termination; (ii) each party shall return or destroy the other’s Confidential Information, except as required to be retained by law or for legitimate record-keeping purposes; and (iii) the provisions of Sections 5 (Client Representations), 7 (Confidentiality), 8 (Data Governance), 9 (Automated Systems and AI — IP ownership), 10 (Indemnification), 11 (Limitation of Liability), 12 (Payment), and all of Part B (General Provisions) shall survive.
Other than for payment obligations, neither party’s delay or failure to perform any provision of this Agreement, as a result of circumstances beyond its reasonable control — including without limitation acts of God, war, terrorism, civil unrest, strikes or labor disputes, floods, fires, governmental restrictions, public health emergencies, pandemics, power, telecommunications or Internet failures, cyberattacks, third-party platform outages, identifier deprecations, operating-system privacy changes, or damage to or destruction of network facilities — shall be deemed to be, or to give rise to, a breach of this Agreement. In the event of a force majeure event affecting an event-based Service, amounts paid may be applied as credit toward a rescheduled or comparable future Service as further described in Exhibit 3.
Client acknowledges that TM may represent other advertisers, agencies, and clients and may provide similar services to others, including competitors of Client, and nothing in this Agreement shall be construed to limit TM’s right to do so. Unless expressly stated in an Order, TM makes no representation or guarantee regarding the results to be achieved by any Service, including any specific level of circulation, readership, impressions, clicks, leads, conversions, attribution, or business outcomes.
Each party shall maintain at its own cost commercially reasonable insurance coverage appropriate to its business, including commercial general liability, errors and omissions (or professional liability), cyber liability (where applicable to the Services), and workers’ compensation as required by applicable law. Upon written request, each party shall furnish to the other certificates of insurance evidencing such coverage.
In the event of any conflict among the documents that constitute the Agreement, the order of precedence shall be: (a) the applicable executed Order, but solely with respect to matters expressly addressed therein and only where the Order states expressly that it supersedes the conflicting provision; (b) the applicable Exhibit; and (c) these Master Terms.
This Agreement shall be construed and enforced in accordance with the laws of the State of New York, without regard to its conflict-of-laws principles. The parties consent to the exclusive jurisdiction of the federal and state courts located in New York County, New York for any dispute arising out of or relating to this Agreement, and each party waives any objection to such jurisdiction or venue on grounds of inconvenient forum or otherwise.
Client’s sole remedy in any dispute arising out of or relating to this Agreement shall be an action for damages at law. Client expressly waives any and all equitable rights it may have hereunder, including any right to enjoin, rescind, terminate, or otherwise interfere with TM’s delivery, placement, or exhibition of any Ad or performance of any Service. Nothing in this Section shall limit a party’s right to seek injunctive or equitable relief for breach of confidentiality or misappropriation of intellectual property.
All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered: (a) by certified mail, return receipt requested; (b) by nationally recognized overnight courier with proof of delivery; (c) by hand delivery with written acknowledgement of receipt; or (d) by email to the addresses set forth in the applicable Order, with confirmation of delivery (provided that notices of termination, breach, or indemnification must also be provided by one of methods (a), (b), or (c)).
Neither party may assign this Agreement, in whole or in part, without the other party’s prior written consent, except that either party may assign this Agreement without consent in connection with a merger, reorganization, acquisition, consolidation, or sale of all or substantially all of its assets. Any attempted assignment in violation of this Section shall be null and void. This Agreement shall inure to the benefit of and bind the parties’ respective successors and permitted assigns.
TM may perform its obligations under this Agreement directly or through any of its parent, subsidiaries, or commonly-owned or controlled affiliates, and any reference to “TM” shall be deemed to include the applicable TM affiliate performing the Services.
The parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, fiduciary, or employment relationship between the parties.
No waiver by either party of any default shall constitute a waiver of any subsequent default. All remedies under this Agreement or under law or in equity shall be cumulative and not alternative.
If any provision of this Agreement is declared illegal, invalid, or unenforceable, the remainder of this Agreement shall not be affected, and the parties shall substitute for such provision a valid and enforceable provision that most closely reflects the original intent.
This Agreement constitutes the complete and final expression of the parties’ agreement with respect to the subject matter hereof and supersedes all prior or contemporaneous discussions, proposals, and agreements relating to such subject matter. This Agreement may be amended only by a written instrument signed by both parties.
Any pre-printed, click-through, or shrink-wrap terms appearing on a Client purchase order, vendor portal, or similar instrument shall be of no force or effect and shall not modify these Master Terms, regardless of whether TM acknowledges or processes such purchase order.
This Agreement and any Order may be executed in counterparts, including by electronic signature, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.
This Exhibit 1 applies to Orders for digital advertising placements on websites, applications, newsletters, and other digital properties owned or operated by TM (the “TM Properties”). In the event of conflict between these Master Terms and this Exhibit 1, this Exhibit 1 governs solely with respect to the digital media Services described herein.
Digital advertising placements are governed by the Interactive Advertising Bureau (“IAB”) Standard Terms and Conditions for Interactive Advertising, Version 3.0 (the “IAB Terms”), incorporated herein by reference, as amended by this Exhibit 1. Where the IAB Terms and this Exhibit 1 conflict, this Exhibit 1 controls.
Amendments to the IAB Terms: (a) the governing law and jurisdiction in Section XIV(d) of the IAB Terms shall be the State of New York, consistent with Part B, Section 2 above; (b) where no Agency acts on behalf of Client, Client shall be deemed both the “Agency” and the “Advertiser” for purposes of the IAB Terms; (c) the first and fourth paragraphs of Section III(c) of the IAB Terms are deleted; (d) Section IV(a) of the IAB Terms is deleted in its entirety; (e) in the second sentence of Section IV(b), the words “broken out by day” are replaced with “broken out by month,” and the words “spend/cost, and other variables as may be defined in the IO (e.g., keywords)” are deleted; and (f) Section VI(a) of the IAB Terms is deleted in its entirety and replaced with the under-delivery notification language set forth in Section 3 below.
TM reserves the right to optimize impression delivery across placements, formats, and time periods to maintain targeting accuracy and maximize campaign performance. Such optimization may result in uneven distribution of impressions across individual placements, provided that total contracted impressions are delivered within the campaign term or by way of make-good as set forth herein. Optimization shall not alter the total contracted impression volume or agreed pricing.
TM shall monitor delivery of the Ads and use commercially reasonable efforts to notify Client electronically or in writing as soon as reasonably possible (and no later than five (5) business days before the end of the applicable campaign, unless the campaign length is less than five business days) if TM believes that under-delivery is likely. In the event of probable or actual under-delivery, the parties may arrange for a make-good consistent with the Agreement.
Unless otherwise agreed in writing, TM will not return any Client materials (including artwork, photographs, video, or other files in any format) delivered in connection with this Agreement. TM assumes no responsibility for such materials and shall not be responsible for any loss or damage. TM may destroy any such materials in its custody for more than three (3) months.
This Exhibit 2 applies to Orders for measurement, analytics, attribution, reporting, dashboard, audience verification, brand suitability, invalid traffic detection, attribution modeling, marketing mix modeling (MMM), incrementality testing, clean room measurement, AEO/GEO visibility tracking, and related data and measurement processing services (collectively, “Measurement Services”). This Exhibit incorporates the principles set forth in the IAB Measurement Services Addendum, Version 1.0, as adapted herein. In the event of conflict between these Master Terms and this Exhibit 2, this Exhibit 2 governs solely with respect to Measurement Services.
Each Order for Measurement Services shall specify, as applicable: (a) the type(s) of Measurement Services to be provided; (b) the applicable pricing structure and maximum fees, if any; (c) the service period, campaign measurement window, and attribution window; (d) required integrations (tags, SDKs, APIs, data feeds, or clean rooms); (e) reporting cadence and format; (f) methodology disclosures, if required; (g) data type(s) to be collected or processed; (h) data use, retention, and restrictions; (i) any key performance indicators; and (j) any additional operational requirements. A data-flow description (Appendix A to the Order) shall be provided upon request and as mutually agreed.
Measurement Services may be provided under one or more of the following models, as specified in the Order:
(a) Self-Service (SaaS). TM provides access to a hosted platform, dashboard, API, or tooling environment. Client is solely responsible for campaign configuration, budget settings, activation parameters, tagging selections, reporting filters, attribution windows, data inputs, and other platform settings, and for maintaining appropriate internal controls, user permissions, and access management. TM is not responsible for overspend, underdelivery, or other outcomes resulting from Client’s configuration choices or user actions within the platform, except to the extent caused by a defect in the Measurement Services.
(b) Managed Services. TM provides configuration support, reporting assistance, analytical services, implementation support, or modeling services as described in the Order. Client remains responsible for the accuracy, completeness, and authorization of data, campaign parameters, and instructions provided to TM. Managed Services do not constitute fiduciary, investment, legal, or strategic advisory services unless expressly agreed in writing.
(c) Data Delivery or API Access. TM provides Measurement Data, structured outputs, log-level exports, or data feeds via API, file transfer, or system integration. Such model does not include advisory, interpretive, or consulting services unless expressly stated.
(d) Model-as-a-Service or Project-Based. TM performs measurement services on a project or periodic basis, consistent with the methodology described in the Order. Client acknowledges that business decisions and budget allocations based on outputs remain Client’s responsibility.
(e) Embedded or Infrastructure Integrations. TM provides measurement functionality integrated within third-party systems or Client environments. TM is not responsible for performance issues attributable to the host platform.
(f) Hybrid Engagements. An Order may combine multiple models; each component is governed by the applicable provisions above. No model guarantees specific business results, media performance outcomes, or return on investment unless expressly stated in the Order.
TM shall collect only data reasonably necessary to perform the Measurement Services described in the Order and shall implement commercially reasonable safeguards to prevent unauthorized expansion of data collection. Client shall not request or require TM to collect data beyond what is reasonably necessary. Each party shall cooperate in good faith to align data collection scope with the agreed Services and applicable law.
TM shall use commercially reasonable efforts to maintain the integrity of data received from Client or third-party sources and shall not knowingly manipulate or alter data inputs in a manner inconsistent with the methodology described in the Order. Client shall not knowingly provide corrupted, incomplete, or unauthorized data inputs. TM shall not knowingly use Measurement Data for unlawful discriminatory profiling or prohibited targeting.
TM shall perform Measurement Services consistent with the methodology described in the Order and applicable industry standards. TM shall make available definitions of material metrics, including filters and exclusions, and shall provide reasonable notice of material methodology changes. TM is not required to disclose proprietary algorithms or trade secrets.
The parties acknowledge that measurement discrepancies may occur due to differences in methodologies, time stamps, data sources, aggregation thresholds, privacy restrictions, or platform constraints. Such discrepancies, by themselves, shall not constitute a breach. The parties shall use commercially reasonable efforts to investigate and address material variances in good faith.
Where automated systems, machine learning, or artificial intelligence materially influence Measurement Services, TM shall disclose such use and shall implement safeguards designed to promote reliability. Modeled, inferred, probabilistic, or statistically derived data elements may be incorporated into Measurement Outputs.
Measurement Services may rely on data supplied by third-party platforms, publishers, exchanges, identity providers, clean rooms, or other external sources. TM shall not be responsible for inaccuracies, aggregation thresholds, suppression rules, reporting delays, API limitations, access restrictions, or data modifications imposed by such third parties. Regulatory developments, platform policy changes, identifier deprecations, and operating-system privacy modifications shall be considered outside TM’s reasonable control. Client shall secure any required permissions, credentials, or contractual rights necessary for TM to access third-party data, unless otherwise agreed.
Measurement Outputs delivered to Client may be used by Client for internal business purposes. Client shall not (a) publicly disclose Measurement Outputs in a manner that mischaracterizes the methodology or results without TM’s prior written consent, except as required by law; or (b) use Measurement Outputs to directly replicate or commercially exploit TM’s proprietary methodologies. TM shall not use Client’s name, logo, or campaign-specific performance data in marketing materials without Client’s prior written consent.
Upon Client’s request, TM shall disclose whether the applicable Measurement Services align with applicable industry standards, including Media Rating Council (MRC) standards, IAB Tech Lab standards, or other recognized frameworks. Disclosure of alignment does not constitute accreditation or certification unless expressly stated. Where Measurement Services are accredited, certified, or audited by an independent third party, TM may disclose the scope, applicable standard, and effective period. Where no third-party accreditation applies, TM may provide a written self-attestation describing methodology controls, data governance, safeguards, and compliance measures.
In the event of a material and unresolved operational or data integrity dispute, the parties shall escalate to designated senior representatives prior to exercising termination or other legal remedies. Where a material operational, data integrity, reporting, or methodology issue is identified, the parties shall use commercially reasonable efforts to correct the issue within ten (10) business days or such other commercially reasonable timeframe given the nature of the issue. Remedies may include correction of reporting, reprocessing of data, credits, refunds, or cancellation of affected Services.
Upon termination or expiration of an Order, TM shall provide access to Measurement Outputs generated during the service period for a commercially reasonable transition period, unless otherwise specified. Continued access beyond such period shall require mutual agreement. TM shall not be obligated to maintain integrations, APIs, or hosted environments beyond such transition period.
This Exhibit 3 applies to Orders for event sponsorships, integrated marketing packages, webcasts, and award seats (excluding exhibit or booth space, which shall be governed by a separate exhibitor agreement). In the event of conflict between these Master Terms and this Exhibit 3, this Exhibit 3 governs solely with respect to event-based Services.
Upon Client’s prior written request, delivered to TM at least four (4) business days before the applicable distribution date, TM shall provide Client with one opportunity to review the deliverable for errors or omissions prior to publication. TM shall accommodate reasonable correction requests; once approved by both parties, no further changes shall be made.
This Exhibit 4 applies to Orders for lead generation, audience activation, and similar programs (“Lead Gen Programs”). Specific program names and methodologies (such as ClickStart, Tailored, or Intent Activate) shall be identified in the applicable Order. In the event of conflict between these Master Terms and this Exhibit 4, this Exhibit 4 governs solely with respect to Lead Gen Programs.
Except as expressly set forth in the Order, TM does not guarantee a specific level of results or leads. Programs may deliver before the scheduled flight dates or may continue past the end date until guaranteed delivery is completed, as reasonably necessary to meet contracted delivery objectives.
Lead Gen Programs are non-cancellable unless otherwise stated in an Order. Client may make one flight date change without penalty, provided Client gives TM written notice at least thirty (30) days before the original go-live date. Additional date changes due to Client readiness delays shall be subject to a fee equal to thirty percent (30%) of the total program fee. TM shall not be responsible for delivering guaranteed lead volumes where the flight start is delayed due to Client.
Time is of the essence with respect to delivery of materials. If Client fails to deliver required materials by the applicable deadlines, Client shall be responsible for one hundred percent (100%) of the total program fee.
Upon Client’s prior written request, delivered to TM at least four (4) business days before the applicable distribution date, TM shall provide Client with one opportunity to review the deliverable for errors or omissions prior to publication. TM shall accommodate reasonable correction requests; once approved, no further changes shall be made.
This Exhibit 6 applies to Orders for co-branded emails, dedicated emails, and similar email or direct-marketing Services delivered by TM on behalf of Client. In the event of conflict between these Master Terms and this Exhibit 6, this Exhibit 6 governs solely with respect to such Services.
Client shall provide TM with a complete and accurate file of all opt-out, unsubscribe, and suppression records maintained by Client, in a format reasonably specified by TM, in advance of each deployment. Client represents and warrants that any audience list, contact data, or recipient information provided to or directed by Client has been collected and may be used in compliance with all applicable laws (including CAN-SPAM, CASL, GDPR, and applicable state laws) and applicable consents. Client shall defend, indemnify, and hold TM harmless from any Losses arising out of the email distribution of any Ad, including any failure to honor opt-outs or suppression records.
Email Services are non-cancellable unless otherwise stated in an Order. Time is of the essence with respect to delivery of materials. If Client fails to deliver required materials by the applicable deadline, Client shall be responsible for one hundred percent (100%) of the total fee.
Upon Client’s prior written request, delivered to TM at least four (4) business days before the applicable distribution date, TM shall provide Client with one opportunity to review the deliverable for errors or omissions prior to publication. TM shall accommodate reasonable correction requests; once approved, no further changes shall be made.
This Exhibit 7 applies only where the applicable Order expressly includes the licensing or use by Client of TM logos, editorial assets, branded content, research, or similar deliverables (collectively, “Deliverables”). In the absence of such an Order provision, this Exhibit 7 shall have no force or effect. In the event of conflict between these Master Terms and this Exhibit 7, this Exhibit 7 governs solely with respect to licensed Deliverables.
Subject to the Order and payment of the agreed license fee, TM grants Client a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Deliverables solely for the purpose, scope, territory, and duration specified in the Order. All rights not expressly granted are reserved by TM.
All content, logos, trademarks, data, and Deliverables provided by TM remain the exclusive property of TM. No ownership or copyright interest is transferred to Client. Client shall not alter, obscure, or remove any copyright, trademark, or attribution notices on or in connection with the Deliverables.
Client shall not: