Terms & Conditions (Media)

     d. Campaign Setup & Approvals (Marketing Services Deliverables).

(i) 5-Day Deemed Approval. For campaigns requiring Advertiser approval of materials (including but not limited to landing pages, copy, creative, drafts, and program briefs), Advertiser will have five (5) business days from delivery to provide consolidated written approval or changes. If no written response is received within such period, the materials will be deemed approved and Access Intelligence may proceed.

(ii) 10-Day Final Approval Cap; Limited Rounds. Notwithstanding any interim responses, final approval must be provided within ten (10) business days of initial submission. Unless otherwise stated on the IO, approval includes no more than two (2) rounds of revisions within that ten-day window.

(iii) Setup Fee (Non-Display). For Marketing Services Deliverables only (and not for Display Deliverables), a non-refundable setup fee equal to twenty-five percent (25%) of the total fees attributable to the Marketing Services portion of the program will be invoiced upon contract execution (Close Won/signature).

(iv) No Modification of IAB. For the avoidance of doubt, this Section III(d) applies solely to Marketing Services Deliverables and does not alter any terms applicable to Display Deliverables governed by IAB standards.

     e. Cost-Per-Lead (CPL) Programs. For any campaign sold on a Cost-Per-Lead (CPL) basis, Advertiser shall be invoiced based on the number of leads delivered during the campaign term at the CPL rate specified in the IO. Invoices will be issued periodically as leads are delivered. Access Intelligence shall not be obligated to deliver any number of leads beyond those specified in the IO unless expressly agreed in writing.

     f. Webinar Packages. For any program defined as a “Webinar,” Advertiser will be invoiced in full once the webinar has been hosted and finalized, regardless of the timing of subsequent lead delivery or promotional activities. Leads generated from such packages are considered ancillary to the primary deliverable (the webinar production itself). Advertiser agrees that invoicing and revenue recognition shall occur at the time of recording.

IV. REPORTING

    a.  Access Intelligence Reporting. If Access Intelligence is serving the campaign, Access Intelligence will break out reports based upon our established template for reporting, unless otherwise specified on the IO. Reports will be broken out by day and summarized by creative execution, content area (Ad placement), impressions, clicks, spend/cost, and other variables as may be defined on the IO (e.g., keywords). Once Access Intelligence has provided the online or electronic report, it agrees that Agency and Advertiser are entitled to reasonably rely on it, subject to provision of Access Intelligence’s invoice for such period.

     b. Makegoods for Reporting Failure. If Access Intelligence fails to deliver an accurate and complete report by the time specified, Agency may initiate make-good discussions pursuant to Section VI. Delays or omissions caused by Advertiser’s failure to provide timely approvals or Advertising Materials under Sections III(d) and IX(h) do not constitute a reporting failure and any related reporting deadlines will be extended proportionally.

 V. POSTPONEMENT, CANCELLATION AND TERMINATION

    a. Without Cause.  Unless designated on the IO as non-cancelable, Advertiser may cancel the entire IO, or any portion thereof, as follows:

           i. With 30 days’ prior written notice to Access Intelligence, without penalty, for any flat fee- based or fixed-placement Deliverable, including, but not limited to, roadblocks, time-based or share-of-voice buys, and some types of cancelable sponsorships.

           ii. Advertiser will remain liable to Access Intelligence for amounts due for any custom content or development (“Custom Material”) provided to Advertiser or completed by Access Intelligence or its third-party vendor prior to the effective date of termination.  For IOs that contemplate the provision or creation of Custom Material, Access Intelligence will specify the amounts due for such Custom Material as a separate line item.  Advertiser will pay for such Custom Material within 30 days from receiving an invoice therefore.

iii. Client-Caused Delay—Invoice/Cancellation Fee (Marketing Services Deliverables). If a campaign is delayed due to Advertiser’s failure to provide timely approvals or assets as required by Sections III(d) and IX(h), Access Intelligence may invoice in full as originally scheduled as a cancellation fee for the affected Marketing Services Deliverables. Access Intelligence may, at its sole discretion, waive or reduce such fee.

iv. Webinars / Reserved Production Slots. If Advertiser reschedules a webinar or any production slot for Marketing Services Deliverables within thirty (30) days of the confirmed date, a $2,500 rescheduling/slotting fee will apply. Access Intelligence may waive the fee once as a courtesy.

    b.  For Cause. Either Access Intelligence or Agency may terminate an IO at any time if the other party is in material breach of its obligations hereunder, which breach is not cured within 10 days after receipt of written notice thereof from the non-breaching party, except as otherwise stated in these Terms with regard to specific breaches.   Additionally, if Agency or Advertiser breaches its obligations by violating the same Policy three times (and such Policy was provided to Agency or Advertiser) and receives timely notice of each such breach, even if Agency or Advertiser cures such breaches, then Access Intelligence may terminate the IO or placements associated with such breach upon written notice.  If Agency or Advertiser does not cure a violation of a Policy within the applicable 10-day cure period after written notice, where such Policy had been provided by Access Intelligence to Agency, then Access Intelligence may terminate the IO and/or placements associated with such breach upon written notice.

    c. Short Rates. Short rates will apply to canceled buys to the degree stated on the IO.

    VI. MAKEGOODS

    a. Notification of Under-delivery. Access Intelligence will monitor delivery of the Ads, and will notify Agency either electronically or in writing as soon as possible (and no later than 14 days before the applicable IO end date unless the length of the campaign is less than 14 days) if Access Intelligence believes that an under-delivery is likely.   In the case of a probable or actual under-delivery, Agency and Access Intelligence may arrange for a makegood consistent with these Terms.

    b. Makegood Procedure. If actual Deliverables for any campaign fall below guaranteed levels, as set forth on the IO, and/or if there is an omission of any Ad (placement or creative unit), Agency and Access Intelligence will use commercially reasonable efforts to agree upon the conditions of a makegood flight, either on the IO or at the time of the shortfall.

    c. Unguaranteed Deliverables.  If an IO contains CPA Deliverables, CPL Deliverables, or CPC Deliverables, the predictability, forecasting, and conversions for such Deliverables may vary and guaranteed delivery, even delivery, and makegoods are not available.

 VII. BONUS IMPRESSIONS

    a. With Third Party Ad Server. Where Agency uses a Third Party Ad Server, Access Intelligence will not bonus more than 10% above the Deliverables specified on the IO without the prior written consent of Agency.  Permanent or exclusive placements will run for the specified period of time regardless of over-delivery, unless the IO establishes an impression cap for Third Party Ad Server activity.  Agency will not be charged by Access Intelligence for any additional Deliverables above any level guaranteed or capped on the IO.  If a Third Party Ad Server is being used and Agency notifies Access Intelligence that the guaranteed or capped levels stated on the IO have been reached, Access Intelligence will use commercially reasonable efforts to suspend delivery and, within 48 hours of receiving such notice, Access Intelligence may either (i) serve any additional Ads itself or (ii) be held responsible for all applicable incremental Ad serving charges incurred by Advertiser but only (A) after such notice has been provided, and (B) to the extent such charges are associated with overdelivery by more than 10% above such guaranteed or capped levels.

    b. No Third Party Ad Server. Where Agency does not use a Third Party Ad Server, Access Intelligence may bonus as many ad units as Access Intelligence chooses unless otherwise indicated on the IO. Agency will not be charged by Access Intelligence for any additional Deliverables above any level guaranteed on the IO.

VIII. FORCE MAJEURE

    a. Generally. Excluding payment obligations, neither Agency nor Access Intelligence will be liable for delay or default in the performance of its respective obligations under these Terms if such delay or default is caused by conditions beyond its reasonable control, including, but not limited to, fire, flood, accident, earthquakes, telecommunications line failures, electrical outages, network failures, acts of God, or labor disputes (“Force Majeure event”).  If Access Intelligence suffers such a delay or default, Access Intelligence will make reasonable efforts within five (5) business days to recommend a substitute transmission for the Ad or time period for the transmission.  If no such substitute time period or makegood is reasonably acceptable to Agency, Access Intelligence will allow Agency a pro rata reduction in the space, time, and/or program charges hereunder in the amount of money assigned to the space, time, and/or program charges at time of purchase.   In addition, Agency will have the benefit of the same discounts that would have been earned had there been no default or delay.

IX. AD MATERIALS

    a. Submission. Agency will submit Advertising Materials pursuant to Section II(c) in accordance with Access Intelligence’s then-existing Policies. Access Intelligence’s sole remedies for a breach of this provision are set forth in Section V(c), above, Sections IX (c) and (d), below, and Sections X (b) and (c), below.

    b. Late Creative. If Advertising Materials are not received by the IO start date, Access Intelligence will begin to charge the Advertiser on the IO start date on a pro rata basis based on the full IO, excluding portions consisting of performance-based, non-guaranteed inventory, for each full day the Advertising Materials are not received. If Advertising Materials are late based on the Policies, Access Intelligence is not required to guarantee full delivery of the IO. Access Intelligence and Agency will negotiate a resolution if Access Intelligence has received all required Advertising Materials in accordance with Section IX(a) but fails to commence a campaign on the IO start date.

    c. Compliance. Access Intelligence reserves the right within its discretion to reject or remove from its Site, newsletters or e-letters any Ads for any reason or for which the Advertising Materials, software code associated with the Advertising Materials (e.g. pixels, tags, JavaScript), or the website to which the Ad is linked do not comply with its Policies, or that in Access Intelligence’s sole reasonable judgment, do not comply with any applicable law, regulation, or other judicial or administrative order.  In addition, Access Intelligence reserves the right within its discretion to reject or remove from its Site, newsletters or e-letters any Ads for which the Advertising Materials or the website to which the Ad is linked are, or may tend to bring, disparagement, ridicule, or scorn upon Access Intelligence or any of its Affiliates (as defined below), provided that if Access Intelligence has reviewed and approved such Ads prior to their use on the Site, newsletters or e-letters, Access Intelligence will not immediately remove such Ads before making commercially reasonable efforts to acquire mutually acceptable alternative Advertising Materials from Agency.

    d. Damaged Creative. If Advertising Materials provided by Agency are damaged, not to Access Intelligence’s specifications, or otherwise unacceptable, Access Intelligence will use commercially reasonable efforts to notify Agency within two (2) business days of its receipt of such Advertising Materials.

    e. No Modification. Access Intelligence will not edit or modify the submitted Ads in any way, including, but not limited to, resizing the Ad, without Agency’s approval.  Access Intelligence will use all Ads in strict compliance with these Terms and any written instructions provided on the IO.

    f. Ad Tags. When applicable, Third Party Ad Server tags will be implemented so that they are functional in all aspects.

    g.   Trademark Usage.  Access Intelligence, on the one hand, and Agency and Advertiser, on the other, will not use the other’s trade name, trademarks, logos, or Ads in any public announcement (including, but not limited to, in any press release) regarding the existence or content of these Terms or an IO without the other’s prior written approval.

     h. Approval Timeline for Marketing Services Deliverables. For Marketing Services Deliverables requiring Advertiser approval, Advertiser must provide consolidated written approval or changes within five (5) business days of submission; failing which, materials are deemed approved. In all cases, final approval is required within ten (10) business days of initial submission and includes no more than two (2) rounds of revisions unless otherwise stated on the IO. Requests for extension must be made in writing and may result in rescheduling per Section V(a)(iv–v).

     i. Incomplete Asset Delivery; Best Efforts; Billing. If Advertiser fails to provide additional agreed assets after campaign launch, Access Intelligence may continue fulfillment using available assets until IO obligations are satisfied. Access Intelligence will use commercially reasonable best efforts to meet any associated performance targets; however, lead volume and pacing may be impacted until all agreed assets are provided. All program fees remain payable in full, and any shortfall attributable to Advertiser’s asset delays will not reduce amounts owed. For Guaranteed Lead Programs, Access Intelligence may (a) extend the delivery period and/or (b) propose an adjusted guarantee reflecting missing assets, by written notice to Advertiser. If Advertiser declines such adjustment, the GLP shall convert to best-efforts delivery with no reduction in fees.

   X. INDEMNIFICATION

    a. By Access Intelligence. Access Intelligence will  defend,  indemnify,  and  hold  harmless  Agency, Advertiser, and each of its Affiliates and Representatives from damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) (collectively, “Losses”) resulting from any claim, judgment, or proceeding (collectively, “Claims”) brought by a Third Party and resulting from (i) Access Intelligence’s alleged breach of Section XII or of Access Intelligence’s representations and warranties in Section XIV(a), (ii) Access Intelligence’s display or delivery of any Ad in breach of Section II(a) or Section IX(e), or (iii) Advertising Materials provided by Access Intelligence for an Ad (and not by Agency, Advertiser, and/or each of its Affiliates and/or Representatives) (“Access Intelligence Advertising Materials”) that:  (A) violate any applicable law, regulation, judicial or administrative action, or the right of a Third Party; or (B) are defamatory or obscene. Notwithstanding the foregoing, Access Intelligence will not be liable for any Losses resulting from Claims to the extent that such Claims result from (1) Access Intelligence’s customization of Ads or Advertising Materials based upon detailed specifications, materials, or information provided by the Advertiser, Agency, and/or each of its Affiliates and/or Representatives, or (2) a user viewing an Ad outside of the targeting set forth on the IO, which viewing is not directly attributable to Access Intelligence’s serving such Ad in breach of such targeting.

    b. By Advertiser. Advertiser will defend, indemnify, and hold harmless Access Intelligence and each of its Affiliates and Representatives from Losses resulting from any Claims brought by a Third Party resulting from (i) Advertiser’s alleged breach of Section XII or of Advertiser’s representations and warranties in Section XIV(a), (ii) Advertiser’s violation of Policies (to the extent the terms of such Policies have been provided (e.g., by making such Policies available by providing a URL) via email or other affirmative means, to Agency or Advertiser at least 14 days prior to the violation giving rise to the Claim), or (iii) the content or subject matter of any Ad or Advertising Materials to the extent used by Access Intelligence in accordance with these Terms or an IO. Advertiser shall defend, indemnify, and hold harmless Access Intelligence from any Losses arising out of underperformance, delays, or increased costs caused by Advertiser’s failure to timely provide approvals, assets, or cooperation required under Sections III(d), IX(h), and IX(i), including disputes concerning lead volume or pacing impacted by such delays.

    c. By Agency. Agency represents and warrants that it has the authority as Advertiser’s agent to bind Advertiser to these Terms and each IO, and that all of Agency’s actions related to these Terms and each IO will be within the scope of such agency.  Agency will defend, indemnify, and hold harmless Access Intelligence and each of its Affiliates and Representatives from Losses resulting from (i) Agency’s alleged breach of the foregoing sentence, or (ii) Claims brought by a Third Party alleging that Agency has breached its express, Agency-specific obligations under Section XII.

    d. Procedure. The indemnified party(s) will promptly notify the indemnifying party of all Claims of which it becomes aware (provided that a failure or delay in providing such notice will not relieve the indemnifying party’s obligations except to the extent such party is prejudiced by such failure or delay), and will: (i) provide reasonable cooperation to the indemnifying party at the indemnifying party’s expense in connection with the defense or settlement of all Claims; and (ii) be entitled to participate at its own expense in the defense of all Claims.  The indemnified party(s) agrees that the indemnifying party will have sole and exclusive control over the defense and settlement of all Claims; provided, however, the indemnifying party will not acquiesce to any judgment or enter into any settlement, either of which imposes any obligation or liability on an indemnified party(s) without its prior written consent.

  XI. LIMITATION OF LIABILITY

    Excluding Agency’s, Advertiser’s, and Access Intelligence’s respective obligations under Section X, damages that result from a breach of Section XII, or intentional misconduct by Agency, Advertiser, or Access Intelligence, in no event will any party be liable for any consequential, indirect, incidental, punitive, special, or exemplary damages whatsoever, including, but not limited to, damages for loss of profits, business interruption, loss of information, and the like, incurred by another party arising out of an IO, even if such party has been advised of the possibility of such damages.

    XII: NON-DISCLOSURE, DATA USAGE AND OWNERSHIP, PRIVACY AND LAWS

    a. Definitions and Obligations. “Confidential Information” will include (i) all information marked as “Confidential,” “Proprietary,” or similar legend by the disclosing party (“Discloser”) when given to the receiving party  (“Recipient”); and (ii) information  and  data  provided  by  the Discloser, which under the circumstances surrounding the disclosure should be reasonably deemed confidential or proprietary. Without limiting the foregoing, Discloser and Recipient agree that each Discloser’s contribution to IO Details (as defined below) shall be considered such Discloser’s Confidential Information. Recipient will protect Confidential Information in the same manner that it protects its own information of a similar nature, but in no event with less than reasonable care. Recipient shall not disclose Confidential Information to anyone except an employee, agent, Affiliate, or third party who has a need to know same, and who is bound by confidentiality and non-use obligations at least as protective of Confidential Information as are those in this section. Recipient will not use Discloser’s Confidential Information other than as provided for on the IO.

    b. Exceptions. Notwithstanding anything contained herein to the contrary, the term “Confidential Information” will not include information which:  i) was previously known to Recipient; (ii) was or becomes generally available to the public through no fault of Recipient; (iii) was rightfully in Recipient’s possession free of any obligation of confidentiality at, or prior to, the time it was communicated to Recipient by Discloser; (iv) was developed by employees or agents of Recipient independently of, and without reference to, Confidential Information; or (v) was communicated by Discloser to an unaffiliated third party free of any obligation of confidentiality.  Notwithstanding the foregoing, the Recipient may disclose Confidential Information of the Discloser in response to a valid order by a court or other governmental body, as otherwise required by law or the rules of any applicable securities exchange, or as necessary to establish the rights of either party under these Terms; provided, however, that both Discloser and Recipient will stipulate to any orders necessary to protect such information from public disclosure.

    c.  Additional Definitions. As used herein the following terms shall have the following definitions:

           i. “User   Volunteered   Data”   is   personally   identifiable   information   collected   from individual users by Access Intelligence during delivery of an Ad pursuant to the IO, but only where it is expressly disclosed to such individual users that such collection is solely on behalf of Advertiser.

           ii. “IO Details” are details set forth on the IO but only when expressly associated with the applicable  Discloser,  including,  but  not  limited  to,  Ad  pricing  information,  Ad description, Ad placement information, and Ad targeting information.

           iii. “Performance Data” is data regarding a campaign gathered during delivery of an Ad pursuant to the IO (e.g., number of impressions, interactions, and header information), but excluding Site Data or IO Details.

           iv.  “Site Data” is any data that is (A) preexisting Access Intelligence data used by Access Intelligence pursuant to the IO; (B) gathered pursuant to the IO during delivery of an Ad that identifies or allows identification of Access Intelligence, Access Intelligence’s Site, brand, content, context, or users as such; or (C) entered by users on any Access Intelligence Site other than User Volunteered Data.

           v. “Collected Data” consists of IO Details, Performance Data, and Site Data.

           vi. “Repurposing”  means retargeting a user or appending data to a non-public profile regarding a user for purposes other than performance of the IO.

           vii. “Aggregated” means a form in which data gathered under an IO is combined with data from numerous campaigns of numerous Advertisers and precludes identification, directly or indirectly, of an Advertiser.

    d.   Use of Collected Data.

           i.  Unless otherwise authorized by Access Intelligence, Advertiser will not:  (A) use Collected Data for Repurposing; provided, however, that Performance Data may be used for Repurposing so long as it is not joined with any IO Details or Site Data; (B) disclose IO Details of Access Intelligence or Site Data to any Affiliate or Third Party except as set forth in Section XII(d)(iii).

           ii.  Unless otherwise authorized by Agency or Advertiser, Access Intelligence will not:  (A) use or disclose IO Details of Advertiser, Performance Data, or a user’s recorded view or click of an Ad, each of the foregoing on a non-Aggregated basis, for Repurposing or any purpose other than performing under the IO, compensating data providers in a way that precludes identification of the Advertiser, or internal reporting or internal analysis; or (B) use or disclose any User Volunteered Data in any manner other than in performing under the IO.

           iii.  Advertiser, Agency, and Access Intelligence (each a “Transferring Party”) will require any Third Party or Affiliate used by the Transferring Party in performance of the IO on behalf of such Transferring Party to be bound by confidentiality and non-use obligations at least as restrictive as those on the Transferring Party, unless otherwise set forth in the IO.

    e. User Volunteered Data. All User Volunteered Data is the property of Advertiser, is subject to the Advertiser’s posted privacy policy, and is considered Confidential Information of Advertiser.  Any other use of such information will be set forth on the IO and signed by both parties.

    f. Privacy Policies.  Agency, Advertiser, and Access Intelligence will post on their respective Web sites their privacy policies and adhere to their privacy policies, which will abide by applicable laws. Failure by Access Intelligence, on the one hand, or Agency or Advertiser, on the other, to continue to post a privacy policy, or non-adherence to such privacy policy,  is  grounds  for  immediate cancellation of the IO by the other party.

    g. Compliance with Law. Agency, Advertiser, and Access Intelligence will at all times comply with all federal, state, and local laws, ordinances, regulations, and codes which are applicable to their performance of their respective obligations under the IO.

    h. Agency Use of Data. Agency will not: (i) use Collected Data unless Advertiser is permitted to use such Collected Data, nor (ii) use Collected Data in ways that Advertiser is not allowed to use such Collected Data.   Notwithstanding the foregoing or anything to the contrary herein, the restrictions on Advertiser in Section XII(d)(i) shall not prohibit Agency from (A) using Collected Data on an Aggregated basis for internal media planning purposes only (but not for Repurposing), or (B) disclosing qualitative evaluations of Aggregated Collected Data to its clients and potential clients, and Media Companies on behalf of such clients or potential clients, for the purpose of media planning.

  XIII. THIRD PARTY AD SERVING AND TRACKING (Applicable if Third Party Ad Server used)

Scope Note. Section XIII applies to Display Deliverables and any placements measured under IAB standards. For clarity, Sections III(d), V(a)(iii–v), IX(h), IX(i), and XV apply to Marketing Services Deliverables and do not modify IAB standard terms for Display Deliverables.

    a. Ad Serving and Tracking. Access Intelligence will track delivery through its ad server and, provided that Access Intelligence has approved in writing a Third Party Ad Server to run on its properties, Agency will track delivery through such Third Party Ad Server.  Agency may not substitute the specified Third Party Ad Server without Access Intelligence’s prior written consent.

    b. Controlling  Measurement. If  both  parties  are  tracking  delivery,  the  measurement  used  for invoicing advertising fees under an IO (“Controlling Measurement”) will be determined as follows:

           i.  Except as specified in Section XIII(b)(iii), the Controlling Measurement will be taken from an ad server that is certified as compliant with the IAB/AAAA Ad Measurement Guidelines (the “IAB/AAAA Guidelines”).

           ii. If  both  ad  servers  are  compliant  with  the  IAB/AAAA  Guidelines,  the  Controlling Measurement will be the Third Party Ad Server if such Third Party Ad Server provides an automated, daily reporting interface which allows for automated delivery of relevant and non-proprietary statistics to Access Intelligence in an electronic form that is approved by Access Intelligence; provided, however, that Access Intelligence must receive access to such interface in the timeframe set forth in Section XIII(c), below.

           iii. If  neither  party’s  ad  server  is  compliant  with  the  IAB/AAAA  Guidelines  or  the requirements in subparagraph (ii), above, cannot be met, the Controlling Measurement will be based on Access Intelligence’s ad server, unless otherwise agreed by Agency and Access Intelligence in writing.

    c. Ad Server 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 from the ad server 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 in a timely manner, as mutually agreed to by the parties or as specified in Section IV(b), above, in the case of Ads being served by Access Intelligence.  If both parties have tracked the campaign from the beginning and the party responsible for the Controlling Measurement fails to provide such access or reports as described herein, then the other party may use or provide its ad server statistics as the basis of calculating campaign delivery for invoicing. 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.

    d. Discrepant Measurement. If the difference between the Controlling Measurement and the other measurement exceeds 10% over the invoice period and the Controlling Measurement is lower, the parties will facilitate a reconciliation effort between Access Intelligence and Third Party Ad Server measurements.  If the discrepancy cannot be resolved and a good faith effort to facilitate the reconciliation has been made, Agency reserves the right to either:

           i. Consider the discrepancy an under-delivery of the Deliverables as described in Section VI(b), whereupon the parties will act in accordance with that Section, including the requirement  that  Agency  and  Access Intelligence  make  an  effort  to  agree  upon  the conditions of a makegood flight and delivery of any makegood will be measured by the Third Party Ad Server, or

           ii. Pay invoice based on Controlling Measurement-reported data, plus a 10% upward adjustment to delivery.

    e. Measurement  Methodology. Media Company will make reasonable  efforts to publish, and Agency will make reasonable efforts to cause the Third Party Ad Server to publish, a disclosure in the form specified by the AAAA and IAB regarding their respective ad delivery measurement methodologies with regard to compliance with the IAB/AAAA Guidelines.

    f. Third Party Ad Server Malfunction. Where Agency is using a Third Party Ad Server and that Third Party Ad Server cannot serve the Ad, Agency will have a one-time right to temporarily suspend delivery under the IO for a period of up to 72 hours. Upon written notification by Agency of a non-functioning Third Party Ad Server, Access Intelligence will have 24 hours to suspend delivery.  Following that period, Agency will not be held liable for payment for any Ad that runs within the immediately following 72-hour period until Access Intelligence is notified that the Third Party Ad Server is able to serve Ads. After the 72-hour period passes and Agency has not provided written notification that Access Intelligence can resume delivery under the IO, Advertiser will pay for the Ads that would have run, or are run,  after the 72-hour period  but  for  the suspension, and can elect Access Intelligence to serve Ads until the Third Party Ad Server is able to serve Ads. If Agency does not so elect for Access Intelligence to serve the Ads until Third Party Ad Server is able to serve Ads, Media Company  may use the inventory that would have been otherwise used for Access Intelligence’s own advertisements or advertisements provided by a Third Party.

    g. Third Party Ad Server Fixed. Upon notification that the Third Party Ad Server is functioning, Access Intelligence will have 72 hours to resume delivery. Any delay in the resumption of delivery beyond this period, without reasonable explanation, will result in Access Intelligence owing a makegood to Agency.

  XIV. PRINT

    a. No print ad will be published unless a signed insertion order is received by Publisher no later than the closing deadline specified by Publisher.

    b. Unless copy changes are specified by Advertiser in writing prior to the closing deadline, Advertiser’s most recent ad will be inserted.

    c. Advertiser is responsible for checking ad copy for corrections and providing prompt written notice of errors or changes within Publisher’s deadlines. Publisher is not responsible for correcting an error in an ad unless Advertiser has notified Publisher in writing prior to the closing deadline that an error has been made.

    d. If all necessary ad materials are not received by the Publisher prior to the closing deadline, Publisher cannot guarantee insertion of such materials.

    e. If Advertiser fails to provide an ad to Publisher prior to the closing deadline of an issue in which it ordered space, Publisher will charge Advertiser at the regular rate for the space it has reserved.

    f. Although efforts will be made to comply with positioning requests, final positioning of ads is at the sole discretion of the Publisher. In no event will adjustments, reruns or refunds be made because of the position of an ad.

    g. To ensure distribution of all ad copy to a worldwide readership, Publisher reserves the right to make copy changes as it deems appropriate to comply with applicable customs and postal regulations. While reasonable efforts will be made to discuss these changes with Advertiser in advance, in some cases (especially when copy arrives after the closing deadline) such advance discussions may be not be feasible.

    h. Publisher retains the right to display Advertiser’s ad on the Publisher’s web site(s), unless otherwise notified by Advertiser in writing.

    i. Correcting digital files is not included in Publisher’s advertising price and will be billed separately to Advertiser at prevailing rates.

    j. A sample of each insert must be submitted to the Production Manager for approval. Acceptance of inserts is also subject to postal service regulations.

XV. LEAD DEFINITIONS; ACCEPTANCE; DISPUTES (Marketing Services Deliverables).

a. Lead Qualification. The Lead Qualification Criteria shall be stated on the IO (e.g., required fields, audience attributes, and disqualifiers). Unless otherwise specified on the IO, a “Qualified Lead” means a record with complete required fields, a valid business email address, and alignment with the IO’s audience criteria.

b. Acceptance Window. Advertiser must review delivered leads and submit any itemized rejections with reasons within five (5) business days of delivery; otherwise, the leads are deemed accepted.

c. Rejection Grounds. Rejections must be based on failure to meet the IO’s Lead Qualification Criteria (e.g., duplicate previously delivered by Access Intelligence within 60 days, invalid contact data, out-of-scope audience). Preference-based or sales-readiness objections (e.g., “not interested,” “not ready to buy,” or “does not meet internal MQL/SQL definition”) are not valid rejection grounds unless expressly stated on the IO.

d. GLP Clarification. For Guaranteed Lead Programs, the guaranteed total and delivery timeline will be as stated on the IO and are subject to Advertiser’s timely approvals and asset delivery. Delays by Advertiser may extend timelines and/or adjust guarantees per Section IX(i).