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AOL Advertising 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 (the “Standard Terms”), governed by the laws of the State of New York. For purposes of this IO, AOL Advertising will mean AOL Advertising Inc., AOL Inc., and all AOL affiliates worldwide. Capitalized terms used herein but not otherwise defined will have the meanings assigned in the Standard Terms.
2. Performance Media Terms. With respect to those line items in the media plan, if any, attached and incorporated by reference into the IO (the “Media Plan”) that reference the placement of CPA Deliverables, CPL Deliverables, or CPC Deliverables (collectively, “Performance Media”), the following terms will apply. In the event that the Media Plan contains no Performance Media the terms of this section will not apply.
(b) Notwithstanding the budget set forth on the Media Plan, both parties agree that AOL Advertising may allocate budget among or between campaigns as it deems appropriate, in its sole discretion. AOL Advertising may choose, in its sole discretion, the medium (web network, or email newsletters, etc.) on which to run Performance Media.
(c) CPA Deliverables, CPL Deliverables, and CPC Deliverables will be cancellable by either Party on two (2) business days advance notice.
(d) Open Wallet. With respect to line items for Performance Media that reflect a zero dollar value, Advertiser agrees to pay for an unlimited quantity of units at the price specified in the IO, and will be liable for all units delivered by AOL until the specified end date of the IO or until the IO is terminated in accordance with the Standard Terms, whichever is sooner.
(e) Network Advertising. AOL Advertising reserves the right to add advertising inventory from Network Properties that are contextually relevant to the Ad placements in the IO, at AOL Advertising's discretion. As Agency's sole remedy with respect to this right, Agency may request in writing that AOL Advertising remove Ads from specific Network Properties, and AOL Advertising will remove such Ads as soon as reasonably practical.
3. Search Marketplace. With respect to those line items in the Media Plan, if any, that reference the provision of AOL Search Marketplace services, the following terms will apply. In the event the Media Plan contains no AOL Search Marketplace services, the terms of this section will not apply.
(a) Advertiser recognizes that the technology platform for AOL Advertising search terms is provided by a third party (the “Third Party Platform Provider”). AOL Advertising will make available to Advertiser, as applicable, the standard reporting made available to AOL Advertising by the Third Party Platform Provider. AOL Advertising disclaims any representations or warranties, express or implied, with regard to any such reporting.
(b) AOL Advertising disclaims any representation or warranties, express or implied, regarding the validity of clicks on any Ads, and Advertiser will not hold AOL Advertising responsible for any clicks on any Ads, regardless of the source, nature, purpose or intent of the clicks. In the event that Advertiser believes that clicks on Ads are the result of fraudulent activity, AOL Advertising will use commercially reasonable efforts to assist Advertiser with the dispute process. AOL Advertising will work in good faith with Advertiser and the Third Party Platform Provider to investigate and resolve any disputes around any possible fraudulent activity. To the extent that the Third Party Platform Provider determines that clicks on Ads are the result of fraudulent activity, a refund of fees charged for any such fraudulent clicks will be provided.
(c) To the extent applicable, any activity related to Advertiser’s search-based Ads will be billed and invoiced to Advertiser separate and apart from any non-search based Ads or Deliverables set forth in the IO.
(d) Unless otherwise agreed upon by the parties in writing, Advertiser will be responsible for managing Advertiser’s search-based advertising campaign for AOL Advertising search terms.
(e) Advertiser may cancel Search Marketplace services online through Advertiser's account if online cancellation functionality is available, or, if not available, with one (1) business day advance written notice to AOL Advertising. AOL Search Marketplace services that are cancelled online will stop within one (1) hour following cancellation.
4. AOL Homepage/Premium Placements. AOL Homepage 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/Premium Advertisements, AOL Welcome Screen Advertisements, or AOL Home Page Advertisements (collectively, “AOL Homepage/Premium Placements”), the following terms will apply:
(a) Advertiser will have the right to terminate AOL Homepage/Premium Placements upon thirty (30) business days advance written notice to AOL Advertising. For purposes of this termination notice, e-mail will constitute written notice.
(b) Advertiser will have the right to terminate AOL Homepage/Premium Placements purchased for 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 AOL Advertising.
(c) AOL Advertising will have the right to charge Advertiser a termination fee equal to the full cost listed on the Media Plan for any AOL Homepage Placement terminated outside of the time limitations specified in this Addendum. For purposes of clarity, any request to re-allocate AOL Homepage Placements with less than thirty (30) business days advance written notice will be considered a termination of such AOL Homepage Placement for purposes of this Section.
AOL IO Addendum v.3.0 (11.20.10)