1. Applicability and Structure
1.1 These Advertising Terms and Conditions (the “Terms”) govern the purchase of advertising on the daily.dev platform from Daily Dev Ltd., a company organized under the laws of Israel with offices at 9 Derech HaTikva, Ganei Tikva, Israel 5591252 (“Publisher”), under one or more insertion orders that reference these Terms (each, an “IO”).
1.2 The party purchasing advertising under an IO is the “Advertiser”. Where an advertising agency executes an IO on behalf of an Advertiser (the “Agency”), Section 17 (Agency Provisions) also applies, and “Buyer” means Agency and Advertiser, individually and together. Where no Agency is involved, “Buyer” means Advertiser.
1.3 Each executed IO, together with these Terms and the Policies, forms a single agreement between Publisher and Buyer (the “Agreement”). In the event of any conflict or inconsistency, the order of precedence is: (a) the IO, including its Package Schedule, any appendices and special terms stated on it; (b) these Terms; and (c) the Policies. Section 8.9 applies notwithstanding any wording in an IO, unless the IO expressly states that it overrides Section 8.9 by reference to that Section number.
1.4 The version of these Terms published at business.daily.dev/advertising-terms as of the IO effective date governs that IO. Publisher may update these Terms prospectively; updates do not apply to IOs executed before the update, except that where a Package renews under Section 8.7, the version of these Terms published at the start of each Renewal Quarter governs that Renewal Quarter, provided Publisher has notified Buyer of the update in writing at least thirty days before that Renewal Quarter starts.
1.5 “Policies” means, collectively, Publisher’s Content Guidelines (docs.daily.dev/content-guidelines), which apply to Ads and Company Page Content in the same way they apply to other content on the Platform; the description of Verified Company Squads at docs.daily.dev/verified-company-squads (the “Company Page Specification”); and Publisher’s advertising specifications made available at business.daily.dev or otherwise provided to Buyer in writing, in each case as updated from time to time. Material changes to the Policies will not apply to Advertising Materials already approved for a live flight, except where required by law or to address legal or Platform risk. Publisher will not materially reduce the features of a Company Page described in the Company Page Specification during a Package Quarter for which Buyer has paid, except as permitted by Section 8.11(d).
2. Definitions
“Ad” or “Advertising Materials” means the advertising creative, copy, images, links, landing page URLs, brand assets and related materials provided by or on behalf of Advertiser for display on the Platform, including Publisher-Made Creative once approved by Advertiser.
“Platform” means Publisher’s owned and operated properties, including the daily.dev web application, browser extensions, mobile applications and the daily.dev Digest, together with developer-focused third party properties that participate in the daily.dev verified partner network and serve Ads exclusively through the System (the “Partner Network”).
“In-Feed Placement” means an Ad served as a native card within the daily.dev content feed. “Email Placement” means an Ad included in the daily.dev Digest or other email sent by Publisher, typically sold as a sponsorship slot for a stated audience and send or week. “Engagement Placement” means a fixed-fee brand sponsorship of a designated product surface on the Platform (such as branded tags, keyword spotlights, custom upvotes, tag page takeovers or profile stack placements) for the category and period stated on the IO. “Homepage Placement” means the display of Advertiser’s logo in the sponsors bar on the daily.dev homepage, in the Community, Featured or Headline spot stated on the IO.
“Package” means a bundled offering stated on an IO as a package (such as Starter, Growth, Scale or a Takeover) for a fixed monthly fee, made up of the components listed in its package schedule (each, a “Component”, and the schedule, the “Package Schedule”). “Minimum Quantity” means the quantity stated for a Component in the minimum column of the Package Schedule. “Package Quarter” means each consecutive period of three calendar months beginning on the Start Date stated on the IO; the first is the “Initial Quarter” and each later one is a “Renewal Quarter”. “Added Value” has the meaning given in Section 8.5.
“Company Page” means Advertiser’s Verified Company Squad on the Platform, as described in the Company Page Specification. “Nominated Sources” means the RSS feeds, YouTube channels and other content sources Advertiser nominates for its Company Page. “Company Page Content” means the posts, titles, summaries, images, links, product listings and other material that appears on the Company Page, whether posted automatically from Nominated Sources or posted by Advertiser’s administrators. “Eligible Post” means a post on the Company Page that complies with the Content Guidelines and is available for distribution. “Content Distribution” means Publisher’s promotion of Eligible Posts in the daily.dev feed. “Publisher-Made Creative” means Advertising Materials that Publisher produces for Advertiser under a Package.
“Deliverable” means the advertising inventory described on an IO. “Guaranteed Deliverable” means a Deliverable, other than a Component of a Package, sold at a fixed CPM with a stated impression quantity or for a fixed fee. “Non-Guaranteed Deliverable” means any Deliverable that is neither a Guaranteed Deliverable nor a Component of a Package, including auction-priced or performance-priced Deliverables. Components of a Package are governed by Section 8.
“Impression” means a display of an Ad as recorded by the System. For Email Placements, Impressions are recorded by means of an embedded tracking pixel. For Homepage Placements, an Impression is a display of the daily.dev homepage with the sponsors bar showing Advertiser’s logo. For Content Distribution, an Impression is a display of an Eligible Post in the daily.dev feed.
“System” means Publisher’s advertising serving, measurement and reporting systems. “Third Party Measurement” means a third party measurement or verification service whose tags are designated on the IO.
“IVT” means invalid traffic, including general and sophisticated invalid traffic as described in applicable Media Rating Council (MRC) and IAB Tech Lab guidance.
3. IOs and Inventory
3.1 An IO is binding when executed by Publisher and Buyer. Electronic signatures are valid and binding. An IO issued by Publisher is open for acceptance for thirty days from its issue date unless the IO states otherwise; after that date, the quoted rates and inventory availability expire and a new IO is required.
3.2 Publisher will notify Buyer within two business days after receiving an executed IO if any specified inventory is unavailable, in which case the parties will agree on substitute inventory of comparable value or reduce the IO accordingly.
3.3 Modifications to an executed IO must be agreed in writing. Email between the parties’ designated contacts is sufficient.
4. Placement and Positioning
4.1 Publisher will serve Ads in accordance with the IO, including placement type, targeting and flight dates. Unless the IO limits placement to specific properties, Ads may serve across the Platform, including Partner Network properties, except that Homepage Placements appear on the daily.dev homepage only. Within a placement type, the position of an Ad within the feed or Digest, and the position of a logo within a Homepage Placement spot, is determined dynamically by the System or by Publisher, with the objective of optimizing campaign performance.
4.2 Publisher will use commercially reasonable efforts to deliver Guaranteed Deliverables and Minimum Quantities reasonably evenly over the flight or Package Quarter where the flight length and quantities reasonably permit, and may include a launch burst where applicable to the placement.
4.3 Publisher retains sole control over the Platform, its content and its look and feel, and will label Ads as sponsored, promoted or similar as Publisher determines or as required by law.
4.4 Where Buyer provides or approves multiple creative variants, Publisher may allocate delivery among those variants and adjust pacing to optimize performance within the IO parameters.
4.5 Material failure to deliver in accordance with the IO is addressed exclusively under Section 7 (Under-delivery and Makegoods), Section 8 (Packages and Company Pages) and Section 9 (Cancellation and Termination).
5. Advertising Materials
5.1 Buyer will deliver Advertising Materials that conform to the Policies (a) for In-Feed Placements and Engagement Placements, at least three business days before the flight start date, (b) for Email Placements, at least five business days before the scheduled send, with final approvals completed at least two business days before the send, and (c) for a Package, its logo, Nominated Sources and Company Page details at the kickoff call, and in any event at least five business days before the Start Date. Timelines for Publisher-Made Creative are set out in Section 8.14.
5.2 If Advertising Materials are late or non-conforming, Publisher will use commercially reasonable efforts to launch promptly after receiving conforming materials, the flight or Package Quarter will be billed from the IO start date, and no makegood, credit or refund will be due for delay attributable to late or non-conforming materials. For a Package, any resulting shortfall against a Minimum Quantity is attributable to Buyer under Section 8.6(c).
5.3 Publisher may reject or remove any Ad that violates the Agreement, the Policies or applicable law, or that Publisher reasonably determines may harm the Platform or its audience. Publisher will notify Buyer of the reason, and Buyer may submit revised materials. Removal under this Section 5.3 does not relieve Buyer of payment for Deliverables already delivered.
6. Reporting, Measurement and Discrepancies
6.1 Publisher will make campaign delivery reporting available to Buyer through Publisher’s advertising dashboard and will confirm campaign launch within two business days after the flight start or Start Date. For a Package, Publisher will also provide a written readout at the end of each month and a wrap report within ten business days after the end of each Package Quarter, each showing delivery against every Minimum Quantity, and will hold regular check-in calls at a cadence agreed with Buyer. For other campaigns, Publisher will provide a wrap report covering delivery and engagement within ten business days after the end of each campaign. Reporting does not include URL-level search indexation, ranking or citation data from third party search engines or artificial intelligence systems.
6.2 The System is the billing system of record, and fees are calculated based on System data, except as provided in Section 6.4.
6.3 Email Placements are measured by tracking pixel only, and JavaScript-based tags are not supported in email. Buyer acknowledges that mail client prefetching (including Apple Mail Privacy Protection) can inflate recorded opens and impressions, and that guaranteed quantities for Email Placements are the sends or pixel-recorded Impressions stated on the IO. Click data is provided as an engagement signal and is not guaranteed.
6.4 If the IO designates Third Party Measurement for a placement that technically supports it, and the third party count for an invoice period is lower than the System count by more than ten percent, the parties will work in good faith to reconcile the discrepancy. If the parties cannot reconcile within thirty days, the portion of the discrepancy above the ten percent threshold will be split evenly between the parties for billing purposes. For a Package, a discrepancy is used only to determine whether a Minimum Quantity has been met, and does not change the fees.
6.5 Publisher will not bill for delivery in excess of a stated IO quantity unless Buyer approves the excess in writing. Delivery above a Minimum Quantity is Added Value under Section 8.5 and requires no approval.
6.6 Where the IO states that Advertiser will use Publisher’s first party conversion pixel on Advertiser’s properties, Advertiser is responsible for disclosing that pixel in its privacy policy and obtaining any consents required by law, and the resulting conversion data constitutes Performance Data.
7. Under-delivery and Makegoods
7.1 If Publisher anticipates that a Guaranteed Deliverable or a Minimum Quantity will materially under-deliver, Publisher will notify Buyer promptly after becoming aware.
7.2 If a Guaranteed Deliverable has under-delivered as of the flight end date, Publisher will by default extend the flight until the guaranteed quantity is delivered, for up to thirty additional days. If a shortfall remains after the extension, Buyer’s sole and exclusive remedies are, in the following order: (a) a makegood flight or substitute placement of comparable value agreed by the parties; and (b) if no makegood is agreed within fifteen business days after the end of the extension, a credit equal to the value of the remaining under-delivered portion, applied against amounts owed or future IOs. Under-delivery of a Minimum Quantity is addressed exclusively in Section 8.6.
7.3 Non-Guaranteed Deliverables are billed on actual delivery. Any estimates for Non-Guaranteed Deliverables are estimates only, and no makegoods, credits or refunds apply to them.
7.4 Publisher does not guarantee views, reads, clicks, click-through rates, engagement, conversions, sign-ups, leads, pipeline, revenue or any other post-delivery outcome, and nothing in an IO will be construed as such a guarantee.
7.5 Deliverables provided at no charge (including Added Value and promotional media) are Non-Guaranteed Deliverables regardless of any stated quantity, which is an estimate only. No-charge Deliverables have no cash or credit value, are not eligible for makegoods, credits or refunds, are non-transferable, and lapse upon cancellation, expiration or termination of the applicable IO.
8. Packages and Company Pages
8.1 Scope. This Section 8 applies where an IO includes a Package. Publisher manages each Package: it plans, sets up, targets, paces and optimizes the campaign, and Advertiser sets the goal and approves creative. The Package Schedule lists each Component and states, for each, either a Minimum Quantity or the service Publisher provides.
8.2 Minimum Quantities. The Minimum Quantities are the only delivery commitments in a Package. A figure shown with a “+” (such as “2M+”) states the Minimum Quantity. Each Minimum Quantity is measured by the System, net of IVT, separately for each Component, over the Package Quarter, except that the Minimum Quantity for a Homepage Placement is measured for each calendar month of the Package. The Minimum Quantity for targeted Impressions is stated at the targeting set out on the IO. If Buyer asks to narrow that targeting, Publisher will confirm any adjusted Minimum Quantity in writing (email is sufficient) before the change takes effect.
8.3 Content Distribution. Publisher distributes Eligible Posts in the daily.dev feed, shown to developers reading the topics of each post. Any Eligible Post may be distributed, whether posted automatically from a Nominated Source or posted by Advertiser’s administrators. Publisher selects which posts to distribute and may concentrate distribution on the posts that perform best, and Advertiser may ask Publisher to focus on particular posts. The Minimum Quantity for Content Distribution is measured in Impressions. How many developers open, read, click or engage with a post depends on the post itself, and Publisher makes no commitment as to any of them. Where the Company Page holds no Eligible Post for part of a Package Quarter, the Minimum Quantity for Content Distribution is reduced pro rata for that part.
8.4 Email Digest swap. Where the Package Schedule allows it, Advertiser may exchange targeted Impressions for an Email Placement in the proportion stated on the Package Schedule. The send date is chosen from Publisher’s open send dates, at kickoff or later by email. Once exchanged, the Email Placement replaces the exchanged Impressions, and its quantity is the send stated on the IO under Section 6.3. If Publisher cannot offer an open send date within the Package Quarter, the exchanged Impressions revert to targeted Impressions.
8.5 Added Value. Delivery above a Minimum Quantity, and any Component the IO states is provided at no charge, is “Added Value”. Added Value is provided at no charge and is subject to Section 7.5. It does not increase any Minimum Quantity for that or any later period, does not establish a course of dealing or a baseline for renewal or pricing, and may be varied or discontinued by Publisher at any time without notice. Delivery above the Minimum Quantity of one Component does not offset a shortfall in another Component, except by agreement under Section 8.6(b).
8.6 Shortfalls and makegoods.
(a) Delivery behind pace in one month may be made up later in the same Package Quarter.
(b) If a Minimum Quantity has not been met by the end of a Package Quarter for a reason attributable to Publisher, Publisher will deliver the shortfall within thirty days after the end of that Package Quarter, for a Homepage Placement by additional days in the same spot, or by a substitute placement of comparable value if the parties agree. Any shortfall remaining after that period will be credited against amounts owed or future IOs at the makegood rate stated on the IO or, if none is stated, at Publisher’s then-current rate for that Component as an add-on. This Section 8.6(b) states Buyer’s sole and exclusive remedy for a shortfall against a Minimum Quantity.
(c) A shortfall is attributable to Buyer, and no makegood or credit is due, to the extent it results from late or non-conforming Advertising Materials, a pause or change requested by Buyer, targeting narrowed at Buyer’s request, approvals not given under Section 8.14, or the absence of Eligible Posts. Any allocation left unused for a reason attributable to Buyer lapses at the end of the Package Quarter and does not carry into a Renewal Quarter.
8.7 Term, renewal and changes. A Package runs for the Initial Quarter and renews automatically for successive Renewal Quarters, at the Package and fee then stated on the IO or as changed under this Section 8.7, unless either party gives written notice of non-renewal at least thirty days before the end of the current Package Quarter. Within the same notice period, Buyer may change to a different Package for the next Package Quarter by written notice; the Company Page, Company Page Content and approved creative carry over. Publisher may change the fee or Components of a Package for a Renewal Quarter by written notice given at least thirty days before that Renewal Quarter starts. Email between the parties’ designated contacts is sufficient for any notice or change under this Section 8.7.
8.8 Commitment. Each Package Quarter is a firm commitment once it has started, and each Renewal Quarter is a firm commitment once the notice period in Section 8.7 has passed without notice of non-renewal. Section 9.1 does not apply to Packages. Buyer may end a Package during a committed Package Quarter only under Section 9.3 for Publisher’s uncured material breach, and the fees for the full committed Package Quarter are otherwise payable. Where an IO grants a discount, a month at no charge or other introductory pricing that is conditional on completing a period, and the Package ends before that period is complete for any reason other than Publisher’s breach, the months delivered are payable at the standard Package fee stated on the IO.
8.9 Goals are not commitments. Any key performance indicator, target, baseline, success plan, forecast or similar statement, whether in an IO, an appendix, call notes, a report or any other communication, describes how the parties will measure and steer the campaign. It is not a delivery commitment, warranty or condition of payment, however it is worded, and not achieving it does not give rise to any makegood, credit, refund, termination right or other claim. The delivery commitments in a Package are the Minimum Quantities and the services described in the Package Schedule.
8.10 Allocation and steering. The allocation of targeted Impressions across months, flights, keywords, geographies and creative, and the date of any Email Placement, is agreed at kickoff and may be adjusted at check-in calls. Publisher records each adjustment in call notes sent to Buyer by email. Those notes govern delivery without amending the IO, provided the Minimum Quantities and fees do not change.
8.11 Company Page. For as long as a Package is active:
(a) Publisher will verify or set up Advertiser’s Company Page and provide the features described in the Company Page Specification. Publisher determines the design, layout, features and technical implementation of Company Pages, which are the same for all Verified Company Squads, subject to Section 1.5.
(b) Publisher will not display Ads or other sponsored placements on the Company Page.
(c) Priority ranking places the Company Page in a higher position shared with other Verified Company Squads, as described in the Company Page Specification. It is not a commitment to any particular position.
(d) Links on the Company Page carry the attributes described in the Company Page Specification. Publisher may change link attributes, robots directives, structured data or labelling where reasonably necessary to comply with applicable law or with the policies or guidance of a search engine or artificial intelligence platform, and no makegood, credit or refund is due for such a change.
(e) Publisher will keep the Company Page and its tool pages publicly accessible and open to search engine and artificial intelligence crawlers, subject to Publisher’s crawler access and rate limiting policies. Whether, when and for how long any third party crawls, indexes, ranks, retrieves or cites any page is determined solely by that third party, and Publisher makes no representation, warranty or guarantee as to any of them.
8.12 Company Page Content.
(a) Publisher posts new items from the Nominated Sources to the Company Page automatically, each as a post carrying the item’s title, a summary, an image where available and a link to the original. The full text of an item appears on the Platform only where Advertiser posts it on the Company Page itself. Publisher will use commercially reasonable efforts to post new items promptly after they are detected.
(b) There is no minimum or maximum number of posts. Advertiser decides what to publish and how much, and Publisher supports all Company Page Content that follows the Content Guidelines. To keep the Platform useful to developers, Publisher may limit, delay, hide or remove posts that are spam, duplicates, published at a volume or in a manner that abuses the Platform, or otherwise outside the Content Guidelines, and will tell Advertiser when it does so.
(c) Advertiser’s administrators manage the Company Page, and Advertiser is responsible for Company Page Content.
(d) Company Page Content stays on the Platform after a Package ends, subject to this Section 8.12. Publisher intends to host it indefinitely but does not guarantee any minimum hosting period. Publisher will remove Company Page Content within ten business days after Advertiser’s written request, and Advertiser’s administrators may remove posts themselves at any time.
8.13 Licence. Buyer grants Publisher a non-exclusive, worldwide, royalty-free licence to host, store, reproduce, format, adapt (including by creating titles, summaries and previews), publish, display, distribute, promote and make available for indexing, crawling and machine access (a) the Company Page Content and the content of the Nominated Sources, for the purposes of the Company Page and Content Distribution, and (b) the Advertising Materials, for the purposes of the IO, in each case on the Platform and in Publisher’s email products. The licence in (a) continues after the Agreement ends for Company Page Content already published, until it is removed under Section 8.12. Buyer also grants Publisher a licence to display Ads that have run under the Agreement in Publisher’s showcase of advertising examples, which Buyer may withdraw at any time by written notice.
8.14 Publisher-Made Creative. Where a Package includes creative made by Publisher, Advertiser will supply the brand assets, product information and claims to be used, and Publisher will produce drafts for Advertiser’s approval. No Publisher-Made Creative runs until Advertiser approves it. Until new creative is approved, Publisher may continue to run previously approved creative, and any resulting shortfall is attributable to Buyer under Section 8.6(c). On payment of the fees for the relevant period, Advertiser owns the final approved Publisher-Made Creative. Publisher retains all rights in its templates, layouts, tools, know-how and general design elements, and grants Advertiser a non-exclusive licence to use any of them that appear in the final creative, as part of that creative.
8.15 End of a Package. When a Package expires or is terminated, the Company Page becomes a regular Squad. The paid features described for Verified Company Squads in the Company Page Specification stop, including the dofollow attribute on its links. The Squad, its members, its administrators and its Company Page Content remain, subject to the Content Guidelines and Section 8.12, and Advertiser’s administrators keep access.
8.16 Category exclusivity. Where an IO grants category exclusivity, as for a Takeover, Publisher will not show another advertiser in the same category in the Headline spot of a Homepage Placement or as the co-branding sponsor of Publisher’s email products during the Package, unless the IO states a different scope. Publisher defines the category reasonably, and it is recorded on the IO. Exclusivity does not extend to In-Feed Placements, other Homepage Placement spots, Company Pages or Content Distribution unless the IO expressly says so.
9. Cancellation and Termination
9.1 Except for Packages, which are governed by Section 8.8, Buyer may cancel an IO or any line item without cause on prior written notice as follows: (a) Guaranteed Deliverables that are In-Feed Placements: ten business days; (b) Non-Guaranteed Deliverables: five business days; and (c) Email Placements, Engagement Placements, fixed-fee sponsorships and custom programs: thirty days, provided that any Email Placement scheduled to send within the notice period remains billable.
9.2 Buyer remains liable for all Deliverables delivered, and for custom creative or development work performed, through the effective cancellation date.
9.3 Either party may terminate the Agreement or any affected IO if the other party materially breaches the Agreement and fails to cure within ten days after written notice. Publisher may suspend delivery on five days’ written notice if undisputed amounts are past due, and may terminate immediately on written notice if Buyer’s breach of Section 11 creates legal exposure or harm to the Platform.
9.4 Sections 8.5, 8.12, 8.13, 8.15, 10 and 12 through 18, and any accrued payment obligations, survive expiration or termination of the Agreement.
10. Payment
10.1 Unless the IO states otherwise, (a) for a Package, Publisher invoices the monthly Package fee in advance on the Start Date and on the first day of each following month of the Package; and (b) for any other IO, Publisher invoices the full IO value at campaign launch (the flight start date stated on the IO) and, for campaigns with a flight longer than three months, invoices quarterly in advance at the start of each quarter of the flight. Publisher may condition launch on receipt of payment for Buyer’s first campaign, and may require prepayment or revised terms upon reasonable concerns about Buyer’s creditworthiness.
10.2 Invoices are payable in US dollars on net thirty (Net 30) terms, meaning within thirty days from the invoice date, without deduction, by the payment method stated on the invoice.
10.3 Buyer must raise any invoice dispute in writing, with reasonable detail, within thirty days after the invoice date. Undisputed portions remain payable when due, and invoices not disputed within that period are deemed accepted, absent fraud.
10.4 Publisher may charge interest on undisputed amounts that are more than fifteen days overdue, at the lesser of one and one half percent per month and the maximum rate permitted by applicable law.
10.5 Fees are exclusive of taxes. Buyer is responsible for applicable sales, use, VAT, GST and similar transaction taxes, excluding taxes on Publisher’s income.
10.6 Buyer may not set off or withhold amounts due under the Agreement, except for (a) credits issued by Publisher under this Agreement, (b) amounts Publisher agrees to in writing, or (c) amounts finally awarded by a court of competent jurisdiction.
11. Content, Compliance and Traffic Quality
11.1 Ads and Company Page Content, and the products, services and landing pages they promote, must comply with the Policies and all applicable laws, including advertising disclosure and labeling requirements.
11.2 The Platform is dedicated to professional developer content. Publisher curates and moderates the Platform under its Content Guidelines, so Ads appear alongside technical and professional content intended for developers. Partner Network properties are developer-focused publications vetted by Publisher that serve Ads exclusively through the System. Publisher will use commercially reasonable efforts, consistent with those standards, to avoid placing Ads adjacent to content that is illegal, hateful or pornographic.
11.3 Publisher uses commercially reasonable technical measures, informed by applicable MRC and IAB Tech Lab guidance, to detect and filter IVT. Impressions that Publisher identifies as IVT are not billable and do not count toward any Minimum Quantity.
11.4 Publisher is responsible for the compliance of the sending of its email products with laws applicable to Publisher as the sender, including opt-out handling. Buyer is responsible for the content of its Ads and Company Page Content and for its own websites, products and communications.
11.5 Each party represents that neither it nor, to its knowledge, its beneficial owners are subject to sanctions administered by OFAC, the European Union, the United Kingdom or the United Nations, and each party will comply with applicable export control, sanctions and anti-corruption laws in performing the Agreement.
12. Data and Privacy
12.1 “Performance Data” means campaign delivery and performance data made available to Buyer for a campaign. “Platform Data” means data relating to the Platform, its users or Publisher’s audience, including targeting attributes, segments and Publisher’s targeting taxonomy. As between the parties, Publisher owns all Platform Data.
12.2 Buyer may use Performance Data for campaign reporting, optimization, billing reconciliation and internal analytics. Buyer will not use Performance Data or Platform Data to (a) retarget or identify Platform users, (b) build, append to or augment any user profile or segment, or (c) sell, license or disclose such data to any third party other than Buyer’s service providers bound by restrictions at least as protective as this Section. For clarity, this Section does not restrict Buyer’s use of data that Buyer collects on its own websites and landing pages, including retargeting users who click through to Buyer’s properties, which is governed by Buyer’s own privacy policy and applicable law.
12.3 Publisher does not disclose, sell or share Platform users’ personal data to Buyer in connection with campaigns. Targeting and delivery are performed by Publisher within the Platform, and campaign reporting is provided in aggregate form. To the extent a party independently processes personal data in connection with the Agreement, that party acts as an independent controller (or the equivalent designation under applicable US state privacy laws) of the personal data it processes, will comply with the data protection and privacy laws applicable to it (including, as applicable, the GDPR, the UK GDPR and US state privacy laws), and will maintain a publicly available privacy policy.
12.4 Publisher honors applicable opt-out preference signals, including the Global Privacy Control, and operates consent management where required by law. On request, the parties will enter into commercially reasonable supplemental data protection terms, including the IAB Multi-State Privacy Agreement if both parties are signatories.
12.5 Publisher will not use Buyer’s Confidential Information or Advertising Materials to train generative AI models. Buyer will inform Publisher if Advertising Materials contain synthetic or AI-generated depictions of identifiable real persons or otherwise require AI-related disclosure under applicable law, and Buyer is responsible for the legal compliance of AI-generated content it provides.
13. Warranties and Disclaimer
13.1 Each party represents and warrants that it has the full right, power and authority to enter into and perform the Agreement, and that its performance will not violate any other agreement by which it is bound.
13.2 Buyer represents and warrants that (a) it holds all rights necessary for Publisher to use the Advertising Materials, the Company Page Content and the content of the Nominated Sources as contemplated by the Agreement, (b) the Advertising Materials, the Company Page Content, the brand assets, product information and claims Buyer supplies for Publisher-Made Creative, and the products, services and landing pages they promote, are lawful, truthful, not misleading and free of malware or harmful code, and (c) its Ads and Company Page Content comply with the Policies. Publisher represents and warrants that it holds the rights necessary for the templates, layouts and design elements it adds to Publisher-Made Creative.
13.3 EXCEPT AS EXPRESSLY STATED IN THE AGREEMENT, THE PLATFORM, THE SYSTEM AND ALL SERVICES ARE PROVIDED “AS IS”, AND PUBLISHER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND ANY WARRANTY THAT THE PLATFORM WILL BE UNINTERRUPTED OR ERROR FREE OR THAT ANY CAMPAIGN WILL ACHIEVE ANY PARTICULAR RESULT.
14. Indemnification
14.1 Buyer will defend Publisher and its officers, directors and employees against any third party claim arising out of (a) the Advertising Materials (excluding the templates, layouts and design elements Publisher adds to Publisher-Made Creative), the Company Page Content, the content of the Nominated Sources, or the products, services or landing pages they promote, including claims of intellectual property infringement, false or deceptive advertising or violation of law, or (b) Buyer’s breach of Section 11, 12 or 13.2, and Buyer will indemnify Publisher against damages, costs and reasonable attorneys’ fees finally awarded on, or agreed in settlement of, such claims.
14.2 Publisher will defend Buyer against any third party claim that the Platform technology (excluding Advertising Materials, Buyer-provided content and third party content), or the templates, layouts and design elements Publisher adds to Publisher-Made Creative, infringes that third party’s United States intellectual property rights, or arising out of Publisher’s breach of Section 12 as it applies to Publisher, and Publisher will indemnify Buyer against damages, costs and reasonable attorneys’ fees finally awarded on, or agreed in settlement of, such claims.
14.3 The indemnified party will provide prompt written notice of the claim, reasonable cooperation, and sole control of the defense and settlement to the indemnifying party, provided that no settlement imposing liability or an admission on the indemnified party may be made without its consent.
15. Limitation of Liability
15.1 NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL OR DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
15.2 EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE UNDER THE APPLICABLE IO DURING THE SIX MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
15.3 THE EXCLUSIONS AND CAP IN THIS SECTION 15 DO NOT APPLY TO (A) BUYER’S PAYMENT OBLIGATIONS, (B) A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 14, (C) A PARTY’S BREACH OF SECTION 16, OR (D) A PARTY’S FRAUD OR WILLFUL MISCONDUCT.
16. Confidentiality
16.1 “Confidential Information” means non-public information disclosed by one party to the other in connection with the Agreement that is designated confidential or that reasonably should be understood to be confidential, including the terms and pricing of each IO. Confidential Information does not include information that (a) is or becomes public through no fault of the recipient, (b) was known to the recipient without restriction before disclosure, (c) is received from a third party without breach of an obligation of confidentiality, or (d) is independently developed without use of the discloser’s Confidential Information.
16.2 The recipient will use Confidential Information only to perform the Agreement, will protect it with at least reasonable care, and will not disclose it except to employees, affiliates and professional advisors with a need to know who are bound by confidentiality obligations at least as protective. The recipient may disclose Confidential Information to the extent required by law or legal process, with prompt notice to the discloser where legally permitted.
16.3 These obligations continue for three years after termination of the Agreement and, for trade secrets, for as long as they remain trade secrets.
17. Agency Provisions
This Section 17 applies where an Agency executes an IO on behalf of an Advertiser.
17.1 Agency represents and warrants that it is the authorized agent of the Advertiser identified on the IO, with authority to bind Advertiser to the IO and these Terms, and Agency will provide written confirmation of that authority on Publisher’s request.
17.2 Agency and Advertiser are jointly and severally liable for all amounts payable under the IO. Payment by Advertiser to Agency does not discharge Buyer’s obligations to Publisher except to the extent such amounts are actually received by Publisher.
17.3 Publisher will invoice Agency at the billing address or through the invoicing platform stated on the IO. Agency will promptly provide the routing, portal and purchase order information reasonably required to submit invoices. Failure to provide that information does not extend the due date of any invoice.
17.4 On Publisher’s request, Agency will keep Publisher reasonably informed of the status of Advertiser’s payment for amounts invoiced under the IO.
18. General
18.1 Neither party is liable for failure or delay caused by events beyond its reasonable control, provided that force majeure does not excuse payment for Deliverables already delivered. If a force majeure event continues for five business days, either party may cancel the affected remainder of the IO without penalty.
18.2 The parties are independent contractors. The Agreement is non-exclusive, except for any category exclusivity expressly granted on an IO under Section 8.16, and Publisher may enter into similar agreements with others, including Buyer’s competitors.
18.3 Neither party may assign the Agreement without the other party’s prior written consent, not to be unreasonably withheld, except to an affiliate or in connection with a merger, acquisition or sale of all or substantially all of its assets or equity, with written notice.
18.4 Notices must be in writing and sent by email to the addresses stated on the IO, and are deemed received on the next business day after transmission.
18.5 The Agreement is governed by the laws of the State of New York, without regard to its conflict of laws rules, and the United Nations Convention on Contracts for the International Sale of Goods does not apply. The state and federal courts located in New York County, New York have exclusive jurisdiction over any dispute arising out of or relating to the Agreement, and each party consents to that jurisdiction and venue and waives trial by jury. The prevailing party in any proceeding is entitled to recover its reasonable attorneys’ fees and costs.
18.6 The Agreement is the entire agreement of the parties regarding its subject matter and supersedes all prior discussions and agreements on that subject. Terms on Buyer’s purchase orders or procurement portals do not apply, even if referenced or required for invoice processing. Amendments must be in writing and signed by both parties, except that email between the parties’ designated contacts is sufficient for the modifications, notices and adjustments described in Sections 3.3, 8.7 and 8.10. If any provision is held unenforceable, it will be modified to the minimum extent necessary and the remainder will continue in effect. No waiver is effective unless in writing, and no failure to enforce is a waiver. There are no third party beneficiaries. The Agreement may be executed in counterparts, including by electronic signature, each of which is deemed an original.
Previous version: Version 1.0, which applied until 2026-10-21 and continues to govern the insertion orders executed under it.
Questions? Contact our legal team.