1. This Agreement:
a. The Client warrants that he is the duly appointed agent or authorized representative of the product or service advertised and it is understood that the advertising applied for will be solely for advertising the products or services he represents and that the periodical advertising applied for is not subject to resale. The Client further warrants and represents that the description of the product or service advertised is true in all respects and is in compliance with all applicable laws.
b. Client is solely responsible for all: (a) "Creative", which is described as: ad targeting options and keywords and all ad content, ad information, and ad URLs ("Creative"), whether generated by or for Client and (b) websites, services, and landing pages which Creative links or directs viewers to, and advertised services and products.
c. The person signing this document warrants that he or she is authorized to sign it.
2. Insertion Order ("IO") and Invoices:
a. The IO offer will be made available to the Client; a valid IO offer must include an authorized Segmint signature.
b. The Client will be requested to approve and accept the IO offer via either an electronic signature, or via email.
a. Confirmation that components of the IO have begun delivery will be available via the Segmint Platform reporting features.
b. Segmint shall make reporting available at least as often as monthly, electronically, unless otherwise specified in the IO. Reports by campaign must be broken down by day and summarized by impressions, content area and other variables defined in the IO.
c. Segmint agrees that Client is entitled to reasonably rely on Segmint's electronic report. In the event that Segmint fails to deliver an accurate and complete report by the time specified, Client may initiate "make good" discussions. Segmint must respond within 5 business days.
4. Ad Delivery:
a. All Creative materials must be received by Segmint at least five days in advance of the start date for the advertisement in the relevant insertion order. Changes to Creative material must be received by Segmint at least five days in advance of the requested change date. Segmint will not make good for under delivery due to delays caused by the Client.
5. Cancellation and Termination:
a. At any time prior to the serving of the first impression of the IO the Client may cancel the IO with 72 hours prior written notice, without penalty. For clarity and by way of example, if Client cancels the insertion order 24 hours prior to the serving of the first impression, Client will only be responsible for the first 48 hours of IO.
b. Upon the serving of the first impression of the IO, Client may cancel the IO for any reason, without penalty, by providing Segmint with written notice of cancellation.
c. In the event Segmint is unable to serve all of the requested ad impressions, the Client will be given a credit (to be used on future ads).
6. Disclaimer and Limitation of Liability:
a. To the fullest extent permitted by law, Segmint disclaims all warranties, express or implied, including without limitation for non-infringement, satisfactory quality, merchantability and fitness for any purpose.
a. Client agrees to defend, indemnify and hold harmless Segmint and their respective Affiliates and their respective directors, officers, employees and agents from any and all losses incurred as a result of any third-party claim, judgment or proceeding arising out of any failure of Client, its advertisements, products or service s, or websites to which its Clients are linked to comply with these terms and conditions, Segmint's policies, or applicable law.
a. Client agrees to the usage of Demand Side Platform (“DSP”) cookie IDs that have been assigned by DSP and collected by Segmint for the purpose of executing targeted Reach campaigns. The DSP cookie ID are tags that are dropped onto the browser of the Client’s customer when they visit the Client’s website. The DSP cookie ID does not collect any additional information, including customer internet browsing information nor does it expose any Personally Identifiable Information (“PII”).
Any marked confidential information and proprietary data provided by Segmint, including the ad description and the pricing of the ad, set forth in the IO, shall be deemed "confidential information."