Advertiser Member Agreement

MANTIS AD NETWORK ADVERTISER MEMBER AGREEMENT
DATED FEBRUARY 12, 2016

This Advertiser Member Agreement (“Agreement”) is an agreement between MANTIS Ad Network, LLC, a Colorado limited liability company (“MANTIS”) and you (if registering as an individual) or the entity you represent (if registering as a business) (“Advertiser”) serves as an addendum to the IAB STANDARD TERMS AND CONDITIONS FOR INTERNET ADVERTISING FOR MEDIA BUYS ONE YEAR OR LESS (Version 3.0) (the “IAB Terms”) pursuant to the terms of the Master Services Agreement (“MSA”) between MANTIS and Advertiser which is herein incorporated by this reference. To the extent anything in this Agreement conflicts with the Terms and/or the applicable IO and/or the MSA, this Agreement shall control. Capitalized terms used and defined in the Terms or MSA shall have the same meaning when used in this Agreement.

WHEREAS, MANTIS owns and operates an online advertising platform (“Ad Network”); and

WHEREAS, Advertisers wants to purchase advertising through the Ad Network on one or more channels (including but not limited to: websites, mobile applications, display devices), all on the terms and conditions set forth in this Agreement;

NOW THEREFORE, in consideration of the premises and the mutual covenants contained in this Agreement, the parties agree as follows:

  1. TERMS. The IAB Terms are hereby modified as follows:
    1. Advertiser and Media Company agree to be bound by the IAB Standard Terms and Conditions for Internet Advertising for Media Buys One Year or Less (Version 3.0), as amended by this Agreement.
    2. The definition of “Agency” is amended to include the following: “or the advertiser engaging directly with Media Company.”
    3. The definition of “IO” is amended to include “or paid invoice in absence of an executed insertion order” after “mutually agreed insertion order”.
    4. In section I(a) the words “the start and end dates of the campaign” are deleted in its entirety and replaced with the following “the start date of the campaign”.
    5. Section II(b) is deleted in its entirety and replaced with the following “Media Company provides no guarantee to the placement of an Ad on any Media Company Property. Media Company Properties may alter their design or target audience during the lifetime of the campaign without warning”.
    6. Section II(c) is amended to add the following: “Media Company’s technical specifications can be found at http://www.mantisadnetwork.com/faq/ad-sizes-support/.”
    7. The first paragraph of Section III(a) is deleted in its entirety and replaced with the following “The initial invoice will be sent by Media Company upon execution of the IO. Invoices will be sent to Agency’s email address as set forth on the IO and will include information reasonably specified by Agency, such as the IO number, Advertiser name, brand name or campaign name, and any number or other identifiable reference stated as required for invoicing on the IO. All invoices (other than corrections of previously provided invoices) pursuant to the IO will be sent within 7 days of executing the IO. Media Company acknowledges that failure by Media Company to send an invoice within such period may cause Agency to be contractually unable to collect payment from the Advertiser. If Media Company sends the invoice after the 7-day period and the Agency either has not received the applicable funds from the Advertiser or does not have the Advertiser’s consent to dispense such funds, Agency will use commercially reasonable efforts to assist Media Company in collecting payment from the Advertiser or obtaining Advertiser’s consent to dispense funds”.
    8. In section IV(b) the words “content area (Ad placement)” are deleted in its entirety.
    9. Section IX(f) is amended by adding the following: “All use of Third Party Ad Server tags shall comply with Media Company’s Policies including, without limitation, policies regarding use of tags, pixels, JavaScript, cookies and any other technology now known or hereafter developed that is designed to track users’ online behavior or activity, which can be found at http://www.mantisadnetwork.com/privacy-policy/. Agency and Advertiser acknowledge that not all platforms and devices support all Third Party Ad Servers and may require Media Company’s ad server to deliver the campaign, or the portions of the campaign that falls on devices or platforms that don’t support Third Party Ad Servers. Media Company will make commercially reasonable efforts to support Third Party Ad Serving on all platforms and devices. Implementation instructions should be included with the delivery of the tags if non-standard implementation is required.
    10. Section XII(d)(i) is deleted in its entirety and replaced with the following: “Notwithstanding anything to the contrary contained in this Agreement, any data (including, without limitation, User Volunteered Data, Performance Data and Site Data) collected and used by Advertiser, Agency and any Third Party acting on their behalf or otherwise engaged to render, perform or provide services for Advertiser or Agency in connection with a campaign (including, without limitation, Third Party Ad Servers) is subject to Media Company’s prior written approval. Without limiting the foregoing, unless otherwise authorized by Media Company in advance in writing, Advertiser, Agency and any Third Party acting on their behalf or otherwise engaged to render, perform or provide services for Advertiser or Agency in connection with a campaign (including, without limitation, Third Party Ad Servers) may collect and use Collected Data solely for the purpose of performing under the IO and may not collect or use it for any other purpose (including, without limitation, to target or retarget advertisements). Upon reasonable advance notice, Media Company may review documents in the possession of Advertiser, Agency and any Third Party acting on their behalf or otherwise engaged to render, perform or provide services for Advertiser or Agency in connection with a campaign (including, without limitation, Third Party Ad Servers) solely for the purpose of verifying compliance with the foregoing and Advertiser shall ensure Media Company has reasonable access to all such documents for such purpose. In addition, unless otherwise authorized by Media Company in advance in writing, neither Advertiser nor Agency will (A) disclose IO Details of Media Company or Site Data to any Affiliate or Third Party (including, without limitation, Third Party Ad Servers) except as set forth in Section XII(d)(iii).”
    11. In section XII(d)(ii) the words “, or a user’s recorded view or click of an Ad,” are deleted in its entirety.
    12. Section XIII(b) is deleted in its entirety and replaced with the following “If both parties are tracking delivery, the measurement used for invoicing advertising fees under an IO (“Controlling Measurement”) will be based on Media Company’s ad server, unless otherwise agreed by Agency and Media Company in writing.”
    13. Section XIV(d) is amended to insert “California, without reference to its choice of law rules” in the first open space and “California” in the second open space.
  2. LIMITATION OF LIABILITY. MANTIS’ aggregate liability to the Advertiser under this agreement for any claim is limited to the amount paid to MANTIS by the Advertiser during the one (1) month period immediately preceding the date the claim arose.
  3. REFUND POLICY. No refunds shall be offered to you once our services have been initiated. Services are considered initiated when any campaign has been submitted by you and approved by MANTIS, resulting in any amount of funds being deducted from your overall account balance. In the event that MANTIS’ services are not initiated, the unspent monies in your account balance may be refunded at your request if approved by MANTIS. MANTIS reserves the right to hold the disputed amount for up to thirty (30) days before processing any refunds. All processing fees for any refunded monies are to be paid for by you, the customer.