4’s/IAB Standard Terms and Conditions Version 3.0
If Agency informs Media Company that Media Company has delivered an incomplete or
inaccurate report, or no report at all, Media Company will cure such failure within five (5)
business days of receipt of such notice. Failure to cure may result in nonpayment for all activity
for which data is incomplete or missing until Media Company delivers reasonable evidence of
performance; such report will be delivered within 30 days of Media Company’s knowledge of
such failure or, absent such knowledge, within 180 days of delivery of all Deliverables.
V. CANCELLATION AND TERMINATION
a. Without Cause
. Unless designated on the IO as non-cancelable, Advertiser may cancel the entire
IO, or any portion thereof, as follows:
i. With 14 days’ prior written notice to Media Company, without penalty, for any
guaranteed Deliverable, including, but not limited to, CPM Deliverables. For clarity and
by way of example, if Advertiser cancels the guaranteed portions of the IO eight (8) days
prior to serving of the first impression, Advertiser will only be responsible for the first six
(6) days of those Deliverables.
ii. With seven (7) days’ prior written notice to Media Company, without penalty, for any
non-guaranteed Deliverable, including, but not limited to, CPC Deliverables, CPL
Deliverables, or CPA Deliverables, as well as some non-guaranteed CPM Deliverables.
iii. With 30 days’ prior written notice to Media Company, without penalty, for any flat fee-
based or fixed-placement Deliverable, including, but not limited to, roadblocks, time-
based or share-of-voice buys, and some types of cancelable sponsorships.
iv. Advertiser will remain liable to Media Company for amounts due for any custom content
or development (“Custom Material”) provided to Advertiser or completed by Media
Company or its third-party vendor prior to the effective date of termination. For IOs that
contemplate the provision or creation of Custom Material, Media Company will specify
the amounts due for such Custom Material as a separate line item. Advertiser will pay
for such Custom Material within 30 days from receiving an invoice therefore.
b. For Cause
. Either Media Company or Agency may terminate an IO at any time if the other party
is in material breach of its obligations hereunder, which breach is not cured within 10 days after
receipt of written notice thereof from the non-breaching party, except as otherwise stated in these
Terms with regard to specific breaches. Additionally, if Agency or Advertiser breaches its
obligations by violating the same Policy three times (and such Policy was provided to Agency or
Advertiser) and receives timely notice of each such breach, even if Agency or Advertiser cures
such breaches, then Media Company may terminate the IO or placements associated with such
breach upon written notice. If Agency or Advertiser does not cure a violation of a Policy within
the applicable 10-day cure period after written notice, where such Policy had been provided by
Media Company to Agency, then Media Company may terminate the IO and/or placements
associated with such breach upon written notice.
c. Short Rates
. Short rates will apply to canceled buys to the degree stated on the IO.
VI. MAKEGOODS
a. Notification of Under-delivery
. Media Company will monitor delivery of the Ads, and will notify
Agency either electronically or in writing as soon as possible (and no later than 14 days before the
applicable IO end date unless the length of the campaign is less than 14 days) if Media Company
believes that an under-delivery is likely. In the case of a probable or actual under-delivery,
Agency and Media Company may arrange for a makegood consistent with these Terms.
b. Makegood Procedure
. If actual Deliverables for any campaign fall below guaranteed levels, as set
forth on the IO, and/or if there is an omission of any Ad (placement or creative unit), Agency and
Media Company will use commercially reasonable efforts to agree upon the conditions of a
makegood flight, either on the IO or at the time of the shortfall. If no makegood can be agreed
upon, Agency may execute a credit equal to the value of the under-delivered portion of the IO for
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