Media Services Addendum

‍Pursuant to an Order Form, the Services may include purchase of media and the dissemination of Ad Content through the Ad Network by Provider on behalf of Client (“Media Services”). Media Services must be paid for in full in advance of provision of Services. Client is responsible for all Ad Content and the compliance of Ad Content with Ad Network Guidelines. The specific terms and conditions applicable to Media Services are set forth in this Media Services Addendum.

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This Media Services Addendum sets forth the terms and conditions under which Project Applecart LLC (“Provider”) may purchase media and facilitate the dissemination of Ad Content on behalf of you (“Client”). This Media Services Addendum is subject to, and governed by, the Applecart Master Terms and Conditions set forth at applecart.co/master-terms (the “Master Terms”), which together with other applicable addenda and the Order Form constitute the agreement (the “Agreement”) between the parties. Capitalized terms not defined in this Media Services Addendum shall have the meanings set forth in the Master Terms, the Order Form, or elsewhere in the Agreement. Provider reserves the right to modify this Media Services Addendum at any time pursuant to Section 13 of the Master Terms.

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1. Ad Content. 

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1. As between Provider and Client, Client shall remain solely responsible for all advertising content (collectively, “Ad Content”), including but not limited to Creative Deliverables provided pursuant to the Creative Services Addendum located at applecart.co/creative and Survey Deliverables provided pursuant to the Survey Addendum located at applecart.co/survey.  

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2. Client agrees that (i) Client has all necessary rights to exhibit the Ad Content and to provide the Ad Content to Provider and the Ad Network for the purposes contemplated by this Agreement; (ii) all Ad Content, and the use thereof by Provider in accordance with the Agreement, complies with all applicable laws, rules, and regulations, and does not violate the rights of any third party, including, without limitation, any copyright, patent, trademark, trade secret, or other intellectual property, privacy, or proprietary right; and (iii) the Ad Content will not contain any infringing, obscene, hateful, pornographic, libelous, slanderous, defamatory, disparaging, fraudulent, misleading, or otherwise indecent or inappropriate material ((i)-(iii) collectively, the “Ad Content Requirements”). Without limiting the Ad Content Requirements, all Ad Content must also comply with the then-current guidelines, rules, and requirements imposed by any applicable member of the Ad Network (the “Ad Network Guidelines”), which may be updated or modified from time to time.  A non-exhaustive list of Ad Network Guidelines is set forth on Schedule A attached hereto. All Ad Content will be subject to acceptance by Provider and the Ad Network based on the Ad Network Guidelines and/or the Ad Content Requirements at the time of submission, and Provider reserves the right to accept, reject, and/or suspend in its sole discretion any Ad Content, including Ad Content created by Provider at Client’s direction.  Any acceptance by Provider of Ad Content shall not serve as a waiver of Provider’s right to subsequently reject or suspend Ad Content, including if a member of Provider’s Ad Network rejects such Ad Content.  If a member of the Ad Network with whom Provider has placed Ad Content rejects, cancels, or suspends an ad for any reason, Provider shall promptly notify Client, and use commercially reasonable efforts to work with Client to address the reason for the rejection, cancellation, or suspension and resume the delivery of the relevant Ad Content.  For the avoidance of doubt, Provider’s and/or the Ad Networks’ acceptance of Ad Content will not be deemed to limit the Ad Content Requirements.  

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2. License. Client hereby grants to Provider and each of its applicable advertising partners and service providers, including ad serving partners (collectively, the “Ad Network”), a non-exclusive, limited, sub-licensable (solely to Provider’s and its Ad Network members’ respective service providers, as deemed necessary to perform services for Provider and such Ad Network members) right and license to distribute, reproduce, copy, reformat, digitize, cut, adapt, compress, transcode, display, store, perform, and technologically manipulate any Ad Content, in each case as may be reasonably necessary to distribute the Ad Content and otherwise perform the Services under this Agreement, and/or to comply with applicable laws.

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3. News Content. Client represents that, to the extent that the Services involve dissemination of news stories or articles at Client’s direction, the news stories or articles to be disseminated (“News Content”) are true, accurate, and unaltered, and Client is solely responsible for any characterization of or arising from such News Content, including through the use in of headlines, quotations and/or excerpts in Ad Content, which shall be at Client’s direction and subject to Client’s approval.

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4. Disclaimer. Provider makes no representations or warranties concerning the result, including but not limited to the number of times Ad Content will be displayed and viewed, the viewability of Ad Content, the number of impressions, clicks or other actions that will be generated through Ad Content, or the availability of any particular category of inventory or any particular publisher’s inventory for the display of Ad Content.  Any estimates or projections provided by Provider are solely illustrative and shall not be construed to be a guarantee by Provider.

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Schedule A

Ad Network Guidelines

Disallowed Content

Ads must not contain content in these categories. Examples are not comprehensive, but illustrative of types of disallowed content.

Misleading and Inaccurate

• Fake news, advertorials, or similar content that may be mistaken for editorial content
• Promotion of extreme or unrealistic results
• Emulating the appearance or styling of publisher websites
• Emulating the appearance or styling of operating systems or applications (for example, fake error messages or dialog boxes)
• “Trick-to-click” elements such as fake “close” buttons or “download”/”play now” buttons

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Violence and Hate

• Depictions of, or incitement to violence
• Discrimination against any protected class, including, without limitation, race, ethnicity, gender, sexual orientation, religion, age, or disability
• Glorification of self-harm

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Shocking and Distasteful

• Capitalizing on sensitive events, including natural disasters, accidents, crimes, pandemics, or other tragedies
• Any other imagery or content which is likely to be interpreted as shocking, distasteful, graphic, obscene, gross, offensive, or gruesome
• Images which simulate the appearance of shocking, distasteful, graphic, obscene, gross, offensive or gruesome content (for example, unusual composition or poses giving the appearance of nudity or obscene content)

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Adult and Sexual

• Pornography
• Prostitution
• Strip clubs
• Nudity
• Profanity
• Dating services intended primarily for the purposes of facilitating sexual encounters or infidelity

• Sexually suggestive imagery or text
• Sex toys or other sex-themed entertainment products
• Specific medical devices, procedures, or pharmaceuticals for the enhancement or modification of sexual performance, sex organs, or secondary sex characteristics
• International dating or “mail-order bride” services

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Ads for contraceptives and sexual health clinics do not fall within this category.

Misappropriation

• Use of trademarks or copyrights without permission of the owner
• False implications of endorsement by individuals or organizations

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Malicious Advertising

• Automatic redirects
• Automatic downloads
• Ads containing or linking to exploits, viruses, trojans, worms, or other malicious code
• Spyware
• Potentially unwanted programs (for example, bundling of a desired software program with unexpected third-party software)

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Poor Quality

• Shaking, flashing, flickering or extreme animation
• Generic content (i.e. not specific to an advertiser)

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Illegal Content

• Any other content not otherwise covered by the above categories that is illegal under US laws or the laws of the jurisdiction that ads are targeted to

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Sensitive Content

Ads with these types of content are permitted but may have special considerations that must be taken into account, and publisher acceptance is limited. These ads may be disallowed by a large number of exchanges or publishers. Failure to respect applicable requirements will be considered a serious ad quality violation.

• Alcohol
• Cryptocurrency
• Gambling, including government-run lotteries
• Religion
• Sexuality
• Sexual Health
• Tobacco (including e-cigarettes)

• Firearms/Weapons
• Cannabis and CBD
• Prescription Drugs
• Politics
• Click-to-Call
• Audio (in display ads)
• Expandable Ads

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Cannabis and CBD

Customers and content must be approved before running ads in these categories. 

Politics

These Ad Network Guidelines pertaining to political advertising are in addition to the terms set forth in the Political Addendum to the Agreement.

All political advertising must comply with all applicable laws, including without limitation all federal election laws, US FEC regulations, and (where applicable) state or local laws and regulations, and such compliance shall be the sole responsibility of the advertiser. Ads containing retargeted use of political affiliation and targeted interest-based ads based on political affiliation are allowed only to the extent permitted by applicable law.

All political advertising must clearly identify who paid for the communication and whether it was authorized by a candidate or organization, and any additional information required by local regulations. Unauthorized or third-party ads must also include contact information for the sponsoring organization within the ad or landing page content.  “Paid for by” disclosure must be clear and conspicuous (i.e. easily identifiable by contrasting color and font on the ad banner or video).

Click-to-Call

Ads that click to initiate a phone call must only connect the user to toll-free or local telephone numbers.

Audio

Display ads containing audio must have playback initiated by the user and have a clear and obvious control to disable sound.

Expandable Ads

Expandable ads must be user-initiated on click or roll-over/hover. Expansion on roll-over/hover is only permitted after at least 3 seconds of sustained hover. Ads must have a clear and obvious control to close the expansion.

Policy Extends to Landing Pages

All content policy requirements for ads also apply to the clickthrough destination for ads. In addition, the landing page must be clearly related and relevant to the ad content, with an easily accessed privacy policy.

Intellectual Property Rights

You are not permitted to submit any ad creative for which you do not have all necessary rights, licenses, consents and clearances regarding its intended usage.

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