INTEGRAL AD SCIENCE, INC. STANDARD TERMS AND CONDITIONS

 IAS STANDARD TERMS AND CONDITIONS

The following IAS Standard Terms and Conditions (the “Standard Terms”) shall govern the use of Services (as defined below) made available by Integral Ad Science, Inc. and its subsidiaries and affiliates (“IAS”), which, as applicable may be further described in an Order Form or other agreement entered into between You and IAS (the “Order”, and together with the Standard Terms and any Additional Service Terms (as defined below), the “Agreement”). If You are entering into these Standard Terms on behalf of a company or other legal entity (as permitted herein), You represent that You have the legal authority to bind the legal entity to these Standard Terms, in which case “You”, “Your” or “Client” shall mean such entity. If You do not have such authority or if You disagree with any of the terms in these Standard Terms, IAS does not grant You a license to use the Services. In the event of any inconsistency between these Standard Terms and the applicable Order, the applicable Order controls.

You can always find the most recent version of these Standard Terms at integralads.com/terms-and-conditions. IAS may change these Standard Terms by posting a new version without notice to You. Use of the Services after such change constitutes acceptance of such changes.

  1. SERVICES; BETA SERVICES; TRIAL SERVICES; SLRS.
    1. Services. IAS will provide to You (or to a third party, as permitted herein) products and solutions, as may be identified in the applicable Order or as otherwise agreed by the parties, and as may be further updated as permitted herein (together with the IAS Materials (defined below) and the IAS Data (defined below), shall be collectively referred to herein as the “Services”). From time to time, the Services may be adjusted, improved, or modified, as IAS may deem necessary. Certain improvements, modifications, and enhancements may only be available with an additional fee. If any such adjustment, improvement, or modification results in a material decrease in the functionality of the Services, IAS will take all commercially reasonable steps to provide You with prior notice. Additionally, from time to time, IAS may deprecate one or more Services and IAS agrees to commercially reasonable steps to provide You with at least thirty (30) days prior written notice. You agree that Your purchase of any Services is neither contingent upon the delivery of any future functionality or features, nor dependent upon any oral or written public comments made by IAS with respect to future functionality or features. In addition, the Services under an applicable Order may be expanded and/or supplemented by adding a new Service, from time to time, by including such expended and/or new Service within IAS’s Fee Notice pursuant to Section 2(d) below; provided that if You activate and/or use any such new Service listed in a Fee Increase Notice, it shall be deemed an acceptance and You shall be subject to the Fee specified in such Fee Notice for the new applicable Service.
    2. The Services may be further described at the following link: https://integralads.com/description-of-solutions. Such link may include additional terms and conditions in connection with certain Services (“Additional Service Terms”). You hereby agree to comply with such Additional Service Terms. Such Additional Service Terms shall be deemed a part of the Standard Terms, and any reference to the “Standard Terms” shall include the applicable Additional Service Terms. IAS may modify the Additional Service Terms, as well as the description of Services included in such link, by posting a new version without notice to You. Use of the Services after such change constitutes acceptance of such changes.
    3. Beta Service. IAS may, from time to time, at its option, offer alpha, beta, seed, and other pre-release software, solutions, and related documentation, materials, and information, made available to You, for Your internal evaluation purpose only, at no additional Fee (“Beta Service”). For the purpose of these Standard Terms, Beta Service shall be considered a Service, subject to the terms and conditions set forth in this Section. You hereby agree to participate in any Beta Service as may be offered to You by IAS from time to time. Notwithstanding anything to the contrary contained in these Standard Terms: (i) Beta Service does not come with support of any kind whether or not the parties have entered into a specific agreement outlining service and support requirements; (ii) Your use of the Beta Service may be subject to additional terms provided by IAS; (iii) IAS reserves the right to discontinue making available the Beta Service at any time, without notice, in IAS’s sole discretion; and (iv) use of the Beta Service will automatically terminate, without notice, at such time as IAS no longer makes such Beta Service generally available. You hereby acknowledge and agree that the: (i) Beta Service may be unpredictable and lead to erroneous results; (ii) Beta Service may be experimental and has not been fully tested; (iii) Beta Service may not meet Your requirements; (iv) use or operation of any Beta Service may not be uninterrupted or error-free; (v) Your use of any Beta Service is for purposes of evaluating and testing the Beta Service and providing feedback to IAS; (vi) You shall inform Your employees, representatives, and other users regarding the nature of the Beta Service; and (vii) You will hold all information relating to the Beta Service and Your use of the Beta Service, including any performance measurements and other data relating thereto, in strict confidence and shall not disclose such information to any unauthorized third parties. You shall promptly report any errors, defects, or other deficiencies in the Beta Service to IAS. NOTWITHSTANDING ANY OTHER PROVISION OF THESE STANDARD TERMS, THE BETA SERVICE IS PROVIDED “AS-IS” AND “AS-AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, AND WITHOUT ANY INDEMNIFICATION OR LIABILITY BY IAS. You hereby waive any and all claims, now known or later discovered, that You may have against IAS and its suppliers and licensors arising out of Your use of the Beta Service.
    4. Trial Service. IAS may, from time to time, offer a Service to You to use for a limited period of time for your evaluation purposes, in each case as set forth in the applicable Order (“Trial Service”). For the purpose of these Standard Terms, Trial Service shall be considered a Service, subject to the terms and conditions set forth in this Section and the applicable Order. NOTWITHSTANDING ANY OTHER PROVISION OF THESE STANDARD TERMS, THE TRIAL SERVICE IS PROVIDED “AS-IS” AND “AS-AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND.  UNLESS EXPRESSLY AGREED OTHERWISE IN THE ORDER, THE TRIAL SERVICE IS PROVIDED WITHOUT ANY INDEMNIFICATION LIABILITY BY IAS, AND EACH PARTY’S CUMULATIVE LIABILITY TO THE OTHER PARTY, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED THE GREATER OF (I) THE EVALUATION FEE PAID OR PAYABLE TO IAS DURING THE EVALUATION PERIOD OR (II) $1,000.  You hereby waive any and all claims, now known or later discovered, that You may have against IAS and its suppliers and licensors arising out of Your use of the Trial Service.
    5. SLRs. IAS shall provide You with certain service level requirements (“SLRs”) for the Services as set forth at https://integralads.com/ias-service-level-requirements/ (as may be amended by IAS in its sole discretion from time to time). IAS, in its sole option, may provide limited support for a Trial Service and/or Beta Service.
  1. FEES.
    1. You shall pay IAS all fees set forth in the applicable Agreement (collectively, the “Fees”). All applicable Fees are nonrefundable and are payable within thirty (30) days of receipt of the invoice via ACH or wire transfer, unless otherwise specified in the applicable Order. If You dispute in good faith the validity of an invoiced Fee, You must provide prompt written notice upon discovery thereof, stating the details of any such dispute; provided that You waive Your right to bring any dispute related to an invoiced Fee if not raised within thirty (30) days. If only a portion of an invoice is in dispute, You shall pay all undisputed amounts in accordance with the terms of this Section 2. Acceptance by IAS of any partial payment does not constitute a waiver of the disputed amounts.  IAS reserves the right to charge a late fee on any undisputed, past due Fee of 1.5% per month (or, if lower, the maximum rate allowed by law) for the period such payment is delinquent. In the event You fail to make timely payment, You will be responsible for all reasonable expenses (including attorneys’ fees) incurred by IAS in collecting such amounts. Except as otherwise specified in any Order, all Fees are quoted and payable in United States dollars. 
    2. Unless otherwise stated in the Agreement, Fees do not include any direct or indirect local, state, federal or foreign taxes, levies, duties or similar governmental assessments of any nature, including value-added, goods and services taxes use or withholding taxes or other applicable taxes related to any payments under this Agreement (collectively, “Taxes”). All payments under this Agreement shall be made free and clear and without deduction of Taxes by You. You are responsible for paying all Taxes associated with Your purchases under the Agreement, excluding taxes based on IAS’s net income or property. If You withhold any Taxes, You shall gross up the payment to IAS for the amount specified in the applicable Order. If You expect to withhold any tax, You shall (i) notify IAS prior to withholding, and (ii) provide bona fide documentation proving the validity of the withholding tax applied and demonstrate the remittance of such withholding tax to the relevant taxing authority. To the extent applicable, payments made by You to IAS are to be made without deduction for or on account of Tax, unless You are required to withhold tax on such payment, in which case the sum payable by You is to be increased to the extent necessary to ensure that IAS receives a sum equal to what would have been received without the application of withholding tax. If IAS has the legal obligation to pay or collect Taxes for which You are responsible under this Section, the appropriate amount shall be invoiced to and paid by You, unless You provide IAS with a valid tax exemption certificate authorized by the appropriate taxing authority.
    3. You shall be responsible for providing IAS with (i) complete and accurate billing information which shall include the applicable IO/PO/D number and Your full legal name, billing address and contact information, and (ii) any additional information that You reasonably require to be reflected in an invoice issued by IAS. IAS shall not be responsible for, nor shall any delay in payment be excused due to, Your failure to provide IAS with any of the information described in the preceding sentence. IAS may, in its sole discretion, invoice You through one of IAS’s subsidiaries or affiliates in the same country or region. Any invoice originating from an IAS affiliate or subsidiary shall be considered a valid invoice and all payments shall be made to the bank account designated in such invoice. Further, any terms and conditions that may be included in the purchase order provided by You will not be binding on the parties and these Standard Terms shall take precedence.
    4. The parties agree that the Fees listed in the Order may be increased (or otherwise modified by adding a Fee to an expended and/or new Service) by IAS in its sole discretion, upon providing You with a prior written notice of any such Fee modification (a “Fee Notice”). Any use of a Service subsequent to the effective date of such Fee Notice will be considered acceptance of the modified Fee. IAS will use commercially reasonable efforts to provide You with at least thirty (30) days’ prior written notice of any Fee increase in connection with Services already governed by an Order or other agreement between the parties (for the avoidance of doubt, any expanded and/or new Service referred to in Section 1(a) shall not be subject to such thirty (30) day prior notice).  Such Fee Notice shall be deemed a part of the applicable Order, and any reference to the “Order” shall include the applicable Fee Notices.  
    5. IAS may, at your written request or as may be identified in the applicable Order, invoice a third party payor of Fee(s) for all or portion of the Services under the applicable Order (“Third Party Fees”), You agree that You will use commercially reasonable efforts to assist IAS with the collection of any delinquent Third Party Fees from such third party payor to the extent that such third party fails to remit payment to IAS with respect to any validly issued invoice. Notwithstanding the foregoing, You shall remain responsible for any Third Party Fees in the event that Your identified third party payor(s) fail to remit the Third Party Fees to IAS or for any shortfall amounts owed to IAS as calculated by any amounts actually paid to IAS by a third party payor and remaining Third Party Fee amounts owed to IAS. 
    6. Currency Conversion.  Where Fees are stated in an Order in one currency, but are required to be paid or understood in another currency, then IAS may convert such Fees into the latter currency using the rolling average exchange rate over the past four calendar quarters preceding that date, as provided at http://www.oanda.com/currency/converter/.  Additionally, where Fees are converted from USD or EUR into additional currencies in an Order, IAS may, once per calendar year at its sole discretion, update the non-USD/EUR rates using the rolling average exchange rate over the past four calendar quarters preceding that date, as provided at http://www.oanda.com/currency/converter/.
    7. For Services of Measurement solutions, You agree to pay the Fees on any detected use of the Services by You, which shall include, but is not limited to, measuring or blocking an occurrence of ad activity, such as ad views, displays or delivery, allows, auctions, bids, blocks, calls, filters, impressions, or requests, as applicable, as recorded by IAS technology.  IAS reporting and usage statistics shall at all times be determinative for billing purposes. Fees may be incurred after the end of a campaign or following the termination of the applicable Order as a result of Your failure to remove one or more tags/pixels.  For any Services of Measurement solutions activated on any proprietary platform, You will be billed for all impressions processed and analyzed by IAS.
  1. INTELLECTUAL PROPERTY; LICENSES.
    1. IAS Ownership. IAS owns, and shall continue to own, all intellectual property and other proprietary rights in and to all portions of the Services (including, but not limited to, any and all modifications or improvements to the Services) and IAS Confidential Information . Except for the limited rights set forth in Section 3(b), no transfer is made of any ownership rights or intellectual property rights associated with the Services (including, but not limited to, copyright, trademark, patent, business method and process rights, and database rights) by virtue of entering into the Agreement.
    2. IAS License. Subject to the terms and conditions set forth in the Agreement, and payment of any fees pursuant to Section 2 above, IAS hereby grants You a limited, revocable, non-exclusive, non-transferrable, non-sublicensable worldwide license during the Term (as defined below) to access and use, solely for the purposes permitted in the Agreement, (i) the applicable products and solutions, (ii) the applicable “IAS Data” which shall mean all data and information that (x) is provided by IAS to You in connection with Your use of the Services, (y) results from Your use of the Services, is collected by IAS through the provision of the Services to You, or is otherwise stored by IAS in connection with the Services; and/or (z) any derivatives created from any of the foregoing, in each case for Your internal business purposes, and (iii) the applicable “IAS Materials”, which shall mean (x) any APIs, tags, pixels, or other code or similar technology that is necessary for Your use and access to the Services, (y) the IAS user interface utilized by You in connection with the Services, and (z) all documentation relating to the Services, including user manuals, operating manuals, and other instructions, specifications, documents, and materials in any form or media, that describe any component, feature, requirement, or other aspect of the Services, including any documentation relating to functionality, testing, operation or usage of the Services.
    3. Client Ownership and License. You own and shall retain all rights in and to Your pre-existing intellectual property, including ad creatives, ad content, and ad impressions,  provided to IAS by You or by any Third Party Service (as defined below) in connection with Your use of and access to the Services (“Your Materials”). IAS does not acquire any interest in Your Materials by virtue of providing the Services. Notwithstanding the foregoing, You hereby grant IAS a worldwide license during the term of the applicable Order to use Your Materials to the extent necessary to provide the Services to You, perform all obligations and enforce all rights under the Agreement, and improve the Services. You have sole responsibility for the accuracy, quality, integrity, reliability and appropriateness of Your Materials, and for obtaining any rights related to Your Materials. Your Materials will not include any health, payment card or similarly sensitive data that imposes specific data security or data protection obligations on the processing of such data. 
    4. Feedback. If You or any of Your employees or contractors sends or transmits any communications or materials to IAS by mail, email, telephone, or otherwise, suggesting or recommending changes to the Services, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), IAS is free to use such Feedback irrespective of any other obligation or limitation between the parties governing such Feedback. You hereby assign to IAS on Your behalf, and on behalf of Your employees, contractors and/or agents, all right, title, and interest in, and IAS is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although IAS is not required to use any Feedback.
  1. YOUR OBLIGATIONS AND RESTRICTIONS. 
    1. You will comply with any applicable reporting requirements and/or implementation specifications provided to You by IAS from time to time (on behalf of itself or any other third party(ies)) required for provision of the Services (“Specifications”). It is Your responsibility to ensure that the Services are properly implemented in accordance with any Specifications provided to You by IAS. IAS assumes no responsibility regarding the implementation of the Services. IAS may attempt to assist You with implementation issues related to Services but cannot guarantee issues will be resolved. If the Services cannot be provided by IAS due to incorrect implementation by You, then IAS shall have no liability or obligations hereunder. Additionally, You shall perform such other duties and tasks as may be reasonably required to permit IAS to perform the Services.
    2. You will not attempt to collect or use data provided in connection with the Services for purposes of segmenting, re-targeting, creating or supplementing user profiles or inventory profiles; creating, supplementing or amending interest categories; or syndication or other distribution to third parties.
    3. You may not, and may not cause or permit others to: (i) modify, make derivative works of, disassemble, decompile, reverse engineer, reproduce (other than reports produced through the normal use of the functionality of the Services (“Reports”)), republish, download (other than Reports), or copy (other than Reports) any part of the Services (including data structures or similar materials produced by programs); (ii) access or use the Services to build or support, directly or indirectly, products or services competitive to IAS or its affiliates; (iii) license, sell, transfer, assign, distribute, outsource, permit timesharing or service bureau use of, commercially exploit, or make available the Services to any third party except as permitted by the Agreement; (iv) set any cookie or store by any technical means data derived from the Services including behavioral and contextual data without written approval from IAS; or (v) use the Services to collect personally identifiable information of individuals other than IP addresses. You will not derive, or attempt to derive, either directly or indirectly, the identity of an individual through use of the Services, and will promptly notify IAS if You discover that You have done so. You will not remove or obscure any copyright, trademark or patent notices that appear on the Services. All rights not specifically granted to You hereunder are retained by IAS. IAS may monitor Your use of the Services to confirm Your compliance with the terms and conditions in the Agreement.  In addition, if You are entering into the Agreement on behalf of Your client company or other legal entity (for example, as an advertising agency on behalf of an advertiser), You represent and warrant that You have the authority as the agent for such client company or other legal entity to bind such client company or other legal entity to the Agreement. If You utilize a media partner as a third-party payor for the Services, You hereby grant IAS the right to share  Reports with any applicable media partners. You shall ensure that such client company or other legal entity complies with the terms of the Agreement. Further, You accept responsibility for all acts and omissions of such client company or other legal entity in violation of the Agreement and for all expenses incurred through the provision of Services to Your client company. IAS shall have no obligation or responsibility to provide troubleshooting or other support to such client company or other legal entity with respect to any Services or Reports.  
  1. CONFIDENTIAL INFORMATION.
    1. “Confidential Information” means any non-public proprietary information, technical and non-technical information (including, but not limited to, product information, plans and pricing, financials, marketing plans, business strategies, customer information, data, processes, techniques, research and development, software, hardware (including hardware configuration information), APIs, specifications, designs, schematics, procedures and proprietary algorithms), trade secrets or know-how, including, but not limited to research, product plans, products, services, customers, customer lists, user names and information, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances or other business information, disclosed by or on behalf of one party (including all of its subsidiaries and affiliates) to the other party, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential”, as well as all analyses, compilations, studies or otherwise that reflect such information. Notwithstanding the foregoing, Confidential Information is deemed not to include information that the recipient can prove by written evidence: (i) is or becomes public knowledge through no fault of the recipient; (ii) is in the possession of the recipient prior to disclosure to it by the other party; (iii) is disclosed to the recipient without restriction on disclosure by a person who, after due inquiry, has the lawful right to disclose the information; (iv) is independently developed by the recipient without use of or reference to any Confidential Information; or (v) is approved for release or disclosure by the disclosing party without restriction.
    2. Except as expressly permitted in this Order, each party shall maintain the Confidential Information of the other party in strict confidence and shall not disclose, publish or copy any part of such Confidential Information. Each party shall use the Confidential Information of the other party solely for the purpose of this Order and shall not use such Confidential Information in any way detrimental to the other party or for any other purpose (including, without limitation, to reverse engineer, dissemble, decompile or design around the other party’s products, services and/or intellectual property). Each party shall take all necessary precautions in handling the Confidential Information of the other party and limit disclosures on a strict need-to-know basis. However, a party may disclose Confidential Information of the other party if required by law or regulation or pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that such party shall first make reasonable efforts to provide the disclosing party with: (x) prompt written notice of such requirement so that the disclosing party may seek, at its sole cost and expenses, a protective order or other remedy; and (y) reasonable assistance, at the disclosing party’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. Notwithstanding the disclosing party’s failure to obtain a protective order or other remedy, the recipient agrees on behalf of itself and its representatives to (i) only disclose or furnish that portion of the Confidential Information which is legally required based on an opinion of counsel provided to both parties, and (ii) utilize reasonable efforts to obtain reliable assurances that the person receiving such Confidential Information will maintain the confidentiality of the same. Upon the termination or expiration of the applicable Order, each party shall return to the other party, or certify the destruction of, all Confidential Information of the other party, provided that, neither party shall be obligated to purge archived data if the obligations of this Section 5 continue to be strictly observed.
  1. REPRESENTATIONS AND WARRANTIES; DISCLAIMER; EXPORT CONTROLS, SANCTIONS, AND ANTI-CORRUPTION LAWS.
    1. Mutual Representations and Warranties. Each party represents and warrants to the other that: (i) it is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization; (ii) its execution and performance of the Agreement will not conflict or violate any provision of law having applicability to either party (including intellectual property and data privacy laws); and (iii) the Agreement will constitute a valid and binding obligation of such party and will be enforceable against such party in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights or general equity principles.
    2. Your Representations and Warranties. You also represent and warrant that: (i) all Your Material has been provided in accordance with applicable law, including any applicable privacy policy; and (ii) Your use of the Services will not be used with content, creatives or impressions that (I) include illegal content, (II) promote hate speech, (III) incite or are intended to incite violence, or (IV) purposefully spread or intend to spread disinformation. 
    3. Export Controls, Sanctions, and Anti-Corruptions Laws. You shall not export, re-export, transfer, or use the Services in violation of (i) the Export Administration Regulations or any other applicable export controls, (ii) applicable economic sanctions laws, including those administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) (collectively, “Sanctions”), or (iii) the Foreign Corrupt Practices Act of 1977, as amended, or any other applicable laws related to the prevention of corruption or bribery. You shall ensure that the Services are not provided to or used or accessed by any person who is subject to Sanctions, including those on OFAC’s Specially Designated Nationals and Blocked Persons List, or persons resident, located, or organized in any country subject to comprehensive Sanctions (currently Cuba, Iran, North Korea, Syria, Venezuela, or the Crimea region of Ukraine). IAS shall have the right to immediately terminate Services should a breach of the foregoing terms occur.    
    4. Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 6(a), THE SERVICES ARE PROVIDED TO YOU “AS IS” AND IAS EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. IAS DOES NOT WARRANT THAT THE SERVICES WILL MEET YOUR SPECIFIC REQUIREMENTS OR THAT THE OPERATION OF THE SERVICES WILL BE COMPLETELY ERROR-FREE OR UNINTERRUPTED. IAS SHALL NOT BE LIABLE TO YOU FOR (I) ANY INOPERABILITY OF THE SERVICES, ANY ACT OR OMISSION OF ANY THIRD PARTY IN RELATION TO THE SERVICES, OR FOR ANY LOSS OF INFORMATION OR OTHER INJURY, DAMAGE OR DISRUPTION OF ANY KIND OR (II) ANY DAMAGES (DIRECT OR INDIRECT DAMAGES) FOR ANY CLAIM RELATING TO THE AVAILABILITY OF DATA, DELIVERY OF DATA OR ANY ALLEGATIONS THAT THE DATA WAS INACCURATE, OMITTED INFORMATION, OR OTHERWISE INCLUDED ERRORS WHERE SUCH DATA IS PROVIDED TO IAS BY A THIRD PARTY. ANY USE BY YOU OF THE SERVICES IS AT YOUR OWN RISK. ANY MODIFICATION OF THE SERVICES OR COMBINATION OF THE SERVICES WITH ANOTHER PRODUCT OR SERVICES, EXCEPT AS SPECIFICALLY AUTHORIZED BY IAS IN WRITING, SHALL VOID ANY WARRANTY.
  1. DATA PROTECTION.

In performing the Services hereunder, IAS may process Personal Data relating to digital advertisements served by You. This processing of Personal Data shall be governed by the Data Protection Terms set out at integralads.com/data-protection, as may be updated by IAS from time to time, which shall be incorporated into the Order and form an integral part of the Order. 

  1. INDEMNIFICATION.
    1. Indemnification by You. You agree to indemnify, defend and hold harmless IAS, its affiliates and licensors and their respective officers, directors, and employees (each, an “IAS Indemnitee”) from and against any and all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs or expenses, including reasonable attorneys’ fees (collectively, “Losses”) awarded against an IAS Indemnitee in a final judgment arising out of or resulting from any third party claim, suit action or proceeding (each, an “Action”) arising out of or resulting from (i) Your breach of the Agreement; (ii) Your use of or access to the Services in violation of the Agreement, or written instructions provided to You by IAS, or (Iii) Your violations of applicable laws, rules or regulations in connection with Your use of the Services.
    2. Indemnification by IAS. IAS agrees to indemnify, defend and hold harmless You, your affiliates and their respective officers, directors, and employees (each, “Your Indemnitee”) from and against any and all Losses awarded against one or more of Your Indemnitees in a final judgment arising out of or resulting from any third party Action arising out of or resulting from a claim that the Services, as provided by IAS without alteration by You, directly infringes upon any third party copyright, U.S. trademark, U.S. trade secret, or U.S. patent that has been issued as of the effective date of the Order. This Section 8(b) shall not apply to the extent any Losses arise from: (i) any use of the Services that is in breach of the Order, the Standard Terms, or contrary to any instructions provided by IAS to You; (ii) the combination, operation, or use of the Services with any product or services not provided by IAS; or (iii) any data provided to IAS by a third-party.
    3. Infringement. If the Services should become the subject of any copyright, trademark, trade secret or patent infringement claim subject to indemnification as set forth above, or IAS reasonably believes that such event is likely to occur, IAS, at its expense and discretion, will either: (i) secure for You the right to continue using the Services; (ii) replace or modify the Services so as to make it non-infringing; or (iii) if IAS determines in its sole discretion that it is not commercially practicable for IAS to achieve (i) or (ii) above, IAS will have the right to terminate the Agreement and provide You with a pro rata refund of any pre-paid portion of the Fees (if any). The foregoing states the entire liability of IAS, and Your sole and exclusive remedy, with respect to infringements of any copyrights, trademarks, trade secret or patents by the Services.
    4. Procedure. The indemnifying party’s obligations are conditioned upon the indemnified party: (i) giving the indemnifying party prompt written notice of any claim, action, suit or proceeding for which the indemnified party is seeking indemnity; (ii) granting complete control of the defense and settlement to the indemnifying party; and (iii) reasonably cooperating with the indemnifying party, at the indemnifying party’s expense, in defense and settlement of such claim, action, suit or proceeding. The indemnified party may participate in any action, at its own expense, with its own counsel. The indemnifying party will not acquiesce to any judgment or enter into any settlement unless it secures a full and final release of all claims against the indemnified party.
  1. LIMITATION OF LIABILITY.

EXCEPT FOR EITHER PARTY’S OBLIGATIONS OF INDEMNIFICATION, A BREACH OF CONFIDENTIALITY OR VIOLATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, (A) IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF USE, DATA, BUSINESS OR PROFITS, COSTS OF MEDIA OR COSTS OF COVER) ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT, OR THE USE OR PERFORMANCE OF THE SERVICES, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, AND WHETHER OR NOT IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE, (B) IN NO EVENT WILL IAS BE LIABLE (I) TO YOU FOR ANY COSTS OF MEDIA ARISING OUT OF OR IN CONNECTION WITH THIS ORDER OR THE USE OF PERFORMANCE OF THE SERVICES, (II) TO YOU OR ANY THIRD PARTY FOR ANY LOSSES ARISING FROM ANY ACT OR OMISSION OF A THIRD PARTY IN RELATION TO THE SERVICES, OR (III) TO YOU OR ANY THIRD PARTY FOR YOUR FAILURE OR INABILITY TO COMPLY WITH ANY THIRD PARTY OBLIGATIONS IN RELATION TO THE SERVICES, (C) IN NO EVENT SHALL IAS BE LIABLE TO YOU FOR ANY DAMAGES ARISING OUT OF OR RELATING TO THE AVAILABILITY OF DATA, DELIVERY OF DATA OR ANY ALLEGATIONS THAT THE DATA WAS INACCURATE, OMITTED INFORMATION, OR OTHERWISE INCLUDED ERRORS WHERE SUCH DATA IS PROVIDED TO IAS BY A THIRD-PARTY PROPRIETARY PLATFORM, AND (D) EACH PARTY’S CUMULATIVE LIABILITY TO THE OTHER PARTY, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED THE FEES PAID OR PAYABLE TO IAS BY YOU DURING THE MOST RECENT TWELVE (12) MONTHS.

  1. TERM AND TERMINATION.
    1. Term. The Agreement shall commence on the date set forth in the applicable Order and shall continue in accordance with the term set forth in the applicable Order (the “Term”).
    2. Termination and/or Suspension of Services. 

(i) These Standard Terms and the applicable Order shall terminate thirty (30) days after a party’s receipt of written notice that such party is in material breach of any of the terms or conditions set forth herein and in the applicable Order, unless such party cures such breach within said thirty (30) day period. 

(ii) Either party may terminate this Order or any Order, at any time, upon the giving of written notice: (I) if the other party should become insolvent, (II) upon the filing by or against the other party of a petition in bankruptcy or reorganization, (III) upon the filing of a request for the appointment of a trustee, liquidator or receiver for such party, (IV) upon an assignment for the benefit of creditors by such party, or (V) such similar action, should said event continue for a period of sixty (60) days.

(iii) IAS may immediately suspend Your use of, or access to, the Services, without notice, (i) if it believes that there is a significant threat to the functionality, security, integrity, or availability of the Services, (ii) if it believes that You or Your users are accessing or using the Services to commit an illegal act, (iii) if You fail to pay undisputed Fees under an issued invoice within the time period set forth in Section 2, or (iv) if You fail to complete IAS’s client onboarding questionnaire(s) (e.g., billing and compliance) to the full satisfaction of IAS, within seven (7) days from the execution date of the applicable Order. When reasonably practicable and lawfully permitted, IAS will provide You with advance notice of any such suspension. IAS will use reasonable efforts to re-establish the Services promptly after it determines that the issue causing the suspension has been resolved. Any suspension under this paragraph shall not excuse You from Your obligation to make payments under the Agreement.

(iv) In addition to the foregoing, during the Term, IAS may terminate the Agreement upon prior written notice to You of the occurrence of a GIVT/SIVT Trigger Event. For purposes of these Standard Terms, a GIVT/SIVT Trigger Event occurs when (i) IAS detects (and provides written notice to You of) GIVT (General Invalid Traffic) and/or SIVT (Sophisticated Invalid Traffic) within Your inventory, measured in accordance with the Media Rating Council (MRC) standard for Invalid Traffic Detection and Filtration Guidelines, on 20% or more of Your ad impressions, and (ii) You fail to provide evidence of significant improvement in reducing such GIVT and/or SIVT measurements detected by IAS within thirty (30) days of receiving such notice from IAS.

    • C. Obligations Upon Termination; Survival of Terms. Promptly upon expiration or termination of the Order or Standard Terms for any reason, You shall pay any unpaid and outstanding Fees due to IAS that have accrued as of the date of expiration or termination and You shall cease using and remove the Services and all IAS Materials provided in connection with the Services. If You fail to cease using and/or remove all IAS Materials in accordance with the preceding sentence, You may, at IAS’s option, continue to be charged at its then current Fees until such IAS Materials are removed. All provisions of the Agreement which by their nature should survive termination shall survive termination, including, without limitation, intellectual property ownership provisions, warranty disclaimers, data protection, indemnity and limitations of liability.
  1. PUBLIC STATEMENTS AND USE OF MARKS.
    1. You shall not (a) make any public statements or announcements, or statements to third parties, regarding the Services provided by IAS under the Agreement (including, without limitation, the Fees under the applicable Order), or (b) use IAS’s trademarks or logos, in each case, without obtaining prior written approval from IAS in each instance. Client grants to IAS an irrevocable, perpetual, worldwide royalty free right to display Your name and logo on its websites and in its marketing materials, and to publicly refer to You, verbally and in writing, as a customer of IAS.
    2. At IAS’s request, You and IAS will issue a joint press release to announce the collaboration under the applicable Order, with the content to be pre-approved in writing by each party (which approval shall not be unreasonably withheld, conditioned or delayed), within one (1) month of the effective date of the applicable Order (or such other date mutually agreed upon by the parties). A party will obtain consent from the other party prior to issuance of any future press releases.
    3. At IAS’s request, each party will collaborate with the other party on joint customer case studies, webinars and speaking engagements in connection with the Services, with the content to be mutually agreed to by parties, which may be used in either party’s marketing activities.
  1. ACCESS TO THIRD PARTY CONTENT THROUGH SERVICES.

The Services may enable IAS to receive Your Materials from third parties’ proprietary platforms (“Third Party Services”). Any Third Party Content and Third Party Services that IAS makes accessible is provided on an “as-is” and “as available” basis without any warranty of any kind. You acknowledge and agree that IAS is not responsible for, and has no obligation to control, monitor, or correct, Third Party Content or Third Party Services. IAS disclaims all liabilities arising from or related to Third Party Content or Third Party Services. IAS may cease providing access to Third Party Content or may cease receiving Your information from Third Party Services at any time without any liability to IAS. If IAS collects Your information from Third Party Services, You are solely responsible for ensuring that such collection is authorized by the terms of access and use for such Third Party Services (which may include clear disclosures to the consumer that such information may be provided to a third party for use such as for the Services contemplated herein). You acknowledge and agree that IAS may share Your Reports derived from Third Party Content with the proprietary platform to which such Reports relate.  Any changes to Third Party Content or Third Party Services, including their unavailability, during the Term does not affect Your obligations under the Agreement, and You will not be entitled to any refund, credit or other compensation due to any such changes. “Third Party Content” means all data, content and material, in any format, that are obtained or derived from third party sources outside of IAS or its affiliates that You may access through, within, or in conjunction with its use of, the Services. Third Party Content includes third-party sourced materials accessed or obtained by Your use of the Services or any IAS-provided tools.

  1. THIRD PARTY CONTRACTOR. 

You may request in writing, and IAS may agree, to authorize a contractor to process and facilitate the use of the Services (“Third-Party Contractor”), only if such Third Party Contractor has entered into a written agreement with You agreeing to: (i) access and use the Services solely in connection with the provision of Services to You; (ii) keep such Services confidential and to not disclose or distribute any Services  to any third party; and (ii) limit access to the Services only to employees or agents on a “need to know” basis in order for such Third Party Contractors to perform the agreed upon services for You. You are solely responsible for collecting, inputting, and updating any use information related to the Services, and are at all times responsible for any access and use of the Services regardless of whether the access and use are undertaken by Your, an authorized user, a third party or a Third Party Contractor. You agree to immediately notify IAS of any unauthorized use of Services of which You become aware.

  1. MISCELLANEOUS.

The Agreement is the entire agreement between You and IAS with respect to the Services, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between You and IAS with respect to the Services or any other of the subject matter hereof. If any provision of the Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Agreement will otherwise remain in full force and effect and enforceable. No failure of IAS to enforce any of its rights under the Agreement will act as a waiver of such rights. Neither party shall have the right to assign any of its rights or delegate any of its obligations under the Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld, except that: (i) either party may assign its rights and obligations to a successor to substantially all its relevant assets or business or equity securities (other than its competitor) upon prior written notice to the other party; and (ii) IAS may assign its rights and obligations to an affiliated entity that is owned or controlled by, or under common ownership or control with, IAS upon prior written notice to You. Nothing in the foregoing prohibits IAS from engaging subcontractors to perform Services provided that IAS shall remain liable to You for any such subcontractor’s Services and work product. Any purported assignment or delegation in violation of this Section shall be null and void. No assignment or delegation shall relieve the assigning or delegating party of any of its obligations hereunder. No agency, partnership, joint venture, or employment relationship is created as a result of the Agreement and neither party has any authority of any kind to bind the other in any respect. In any action or proceeding to enforce rights under the Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under the Agreement will be in writing and addressed to the other party at the address specified in the Order or such other address as may be properly specified in a written notice hereunder.  Notices will be deemed to have been duly given and effective, (i) on the date of receipt, if personally delivered or sent by certified or registered mail, return receipt requested; (ii)on the day after it is sent, if sent for next day delivery by recognized overnight delivery service; or (iii) on the day of sending, if sent by email unless the sending party receives an automated message indicating that the email could not be delivered. Excluding any claims related to an invoiced Fee as set forth in Section 2 above, neither party may bring any action for a claim arising under this Order, whether under breach of contract, warranty, negligence, or strict liability, later than one (1) year after the cause of action arose or date that the affected party knew or should have known about the cause of action. Otherwise, such cause of action is permanently barred. Other than for payment obligations, neither party shall be liable to the other for any delay or failure to perform, which is due to causes beyond the control of said party, including, but not limited to, acts of God, acts of the public enemy, acts of any governmental authority in its sovereign capacity, fires, floods, electrical power failures, telecommunications or internet outages, hurricanes, earthquakes, epidemics, quarantine restrictions, strikes or other labor disputes and freight embargoes. These Standard Terms shall be governed by the laws of the State of New York without regard to its conflicts of law provisions and each party consents to exclusive jurisdiction and venue in the courts located in New York County, New York.

Updated January  2024
Version 3

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