Addendum to IAB 3.0
Last Updated: November 10, 2025
This IO is governed by the American Association of Advertising Agencies (“AAAA”) and Interactive Advertising Bureau (“IAB”) Standard Terms and Conditions for Internet Advertising for Media Buys One Year or Less, Version 3.0 (the “IAB Terms”), located at https://www.iab.com/wp-content/uploads/2015/06/IAB_4As-tsandcs-FINAL.pdf, and modified as follows:
“Agency” means the advertising agency listed on the applicable IO. If the IO is executed directly by the Advertiser, all other references to “Agency” in the IAB Terms and this Addendum except as in this definition are amended to reference “Advertiser”.
“Media Company Properties” are websites or applications that may be downloaded to a mobile phone, tablet, or other device specified on an IO that are owned, operated, or controlled by Media Company.
“Network Properties” means websites or applications that may be downloaded to a mobile phone, tablet, or other device specified on an IO that are not owned, operated, or controlled by Media Company, but on which Media Company has a contractual right to serve Ads.
“Media Company may, to reach applicable performance and/or delivery goals, optimize frequency capping, day parting, targeting, and/or exchange creatives as well as shift impressions and shift budget across placements in the media plan in its sole discretion.”
“Media Company will use commercially reasonable efforts to provide Agency notice of any material changes to the Site that would materially change the target audience or materially affect the size or placement of the Ad specified on the applicable IO. For a period of five (5) days after Media Company provides Agency notice of any material change, Agency may, as its sole and exclusive remedy, terminate the IO, such termination to be effective upon the date Agency provides written notice of such to Media Company.”
“Media Company will submit or otherwise make electronically accessible to Agency final technical specifications within a reasonable timeframe after acceptance of an IO. Except as set forth in the IO, the placement and location of the Ad will be at the sole discretion of Media Company.”
“e. Disclaimer. MEDIA COMPANY DOES NOT GUARANTEE ANY CLICKS, CLICK-THROUGHS OR IMPRESSIONS, INCLUDING FOR FLAT FEE-BASED OR FIXED-PLACEMENT DELIVERABLES, OR FOR CPM, CPL, CPA, OR CPC DELIVERABLES AND HEREBY DISCLAIMS ALL OTHER WARRANTIES, CONDITIONS AND REPRESENTATIONS OF ALL KIND, EXPRESS OR IMPLIED INCLUDING ANY WARRANTIES AND CONDITIONS OF NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED FROM A COURSE OF DEALING OR COURSE OF PERFORMANCE OR USAGE OF TRADE. Any and all amounts or rates deliverable by Media Company, and as specified in the IO such as in the media plan, are only estimates (“Target Level(s)”). All reference to “guaranteed” or “capped” levels, or variants in the IAB Terms are amended to refer to Target Levels. Use of the advertising space by the Advertiser shall be at the Advertiser’s sole risk. Media Company does not represent or warrant to the Advertiser that there will be continuous, complete and uninterrupted service or guarantee continuous accessibility of the Sites or the Ads to potential Internet customers. Media Company assumes no liability for any loss, damage or expense arising from an interruption in service due to any of the foregoing factors.”
“c. Payment Liability. Upon request, Agency will make available to Media Company written confirmation of the relationship between Agency and Advertiser. This confirmation should include, for example, Advertiser’s acknowledgement that Agency is its agent and is authorized to act on its behalf in connection with the IO and these Terms. If an Advertiser’s credit is or becomes impaired, Media Company may require payment in advance.”
“d. Tax. Each party will be responsible, as required under applicable law, for identifying and paying all taxes and other governmental fees and charges (and any penalties, interest, and other additions thereto) that are imposed on that party upon or with respect to the transactions and payments under the IO. All fees payable by Agency are exclusive of applicable taxes and duties, including, without limitation, VAT, excise taxes, sales and transaction taxes, and gross receipts taxes. All payments made by Agency to Media Company under the IO will be made free and clear of any withholding or deduction for taxes. If any such taxes (for example, international withholding taxes) are required to be withheld on any payment, Agency will pay such additional amounts as are necessary so that the net amount received by Media Company is equal to the amount then due and payable under the IO.”
“b. Media Company Reporting. Media Company will make reporting available to Agency, if expressly specified on the IO. Media Company may publish usage statistics with respect to the Sites, but does not make any guarantee that actual usage statistics will be equal to any published numbers at any given time.”
“a. Without Cause. Unless designated on the IO as non-cancellable, either party may terminate the IO by providing thirty (30) days’ prior written notice to the other party.”
“The Agency will be solely responsible for preparing the content and Advertising Materials and providing the same to the Media Company in electronic format in accordance with Media Company’s then-existing Policies, but no later than seven (7) days prior to its display on the Media Company’s web site. If the Agency is unable to provide the content and/or Advertising Materials in electronic format, the Media Company will charge the Agency a scanning fee with respect of any Content or Advertising Materials submitted in hard copy format.”
“h. Advertiser represents and warrants that: (i) its advertising claims for its products used in connection with the IO will not be false or misleading; (ii) it has in its possession adequate and sufficient data to establish the truthfulness of any and all advertising and labeling claims and that past usage of the same or similar claims has occurred without, to such a party’s knowledge, any objections by the Federal Trade Commission, Food and Drug Association, or any other local, state or federal government agency; and (iii) the content and Advertising Materials Agency delivers pursuant to the IO does not and will not infringe upon or violate any third party intellectual property or other proprietary or privacy right, or any statute, rule of law, or regulation; (iv) the content and Advertising Materials Agency delivers pursuant to the IO does not and will not slander, defame or libel any person; (v) the content and Advertising Materials Agency delivers pursuant to the IO does not and will not contain or include any content that includes, promotes, or in any way pertains to illegal substances, tobacco and related products, weapons, adult or sexual content, counterfeit or infringing material, harmful or illegal products or services, gambling or wagering, hate speech or discrimination, violence or exploitation, obscene or offensive language, child exploitation or harm, misinformation or deceptive practices, or violations of third party rights, or any content that otherwise violates Kit’s then-current Prohibited Content Policy, as Kit may update from time to time, a current version of which can be found here: https://kit.com/ads-network-terms (vi) the Advertiser Materials will not include any viruses, malware, or any other harmful code; (vii) will not include material that promotes illegal or racist activity; (viii) it has provided and obtained (and will continue to provide and obtain) all notices and applicable consents, permissions, and authorizations with respect to the Advertising Materials consistent with applicable law; and (ix) the Advertising Materials will not contain products or services for the delivery of unsolicited electronic mail. Media Company shall have the right to reject an Ad if the Ad, or a web site to which the Ad provides a hyperlink, contains any of the foregoing.”
“b. By Advertiser. Advertiser will defend, indemnify, and hold harmless Media Company and each of its Affiliates and Representatives arising from Losses resulting from any Claims brought by a Third Party resulting from (i) Advertiser’s alleged breach of this IO, (ii) Advertiser’s or Agency’s violation of Policies, or (iii) the content or subject matter of any Ad or Advertising Materials to the extent used by Media Company in accordance with these Terms or an IO.”
“EXCLUDING AGENCY’S, ADVERTISER’S, AND MEDIA COMPANY’S RESPECTIVE OBLIGATIONS UNDER SECTION X, DAMAGES THAT RESULT FROM A BREACH OF SECTION XII, A FAILURE TO PAY AMOUNTS OWED TO MEDIA COMPANY, OR INTENTIONAL MISCONDUCT BY AGENCY, ADVERTISER, OR MEDIA COMPANY, IN NO EVENT WILL ANY PARTY BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR EXEMPLARY DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION, AND THE LIKE, INCURRED BY ANOTHER PARTY ARISING OUT OF AN IO, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. MEDIA COMPANY’S TOTAL AND CUMULATIVE LIABILITY, FOR ALL CLAIMS OF ANY NATURE ARISING OUT OF THIS IO WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY AGENCY OR ADVERTISER IN THE TWELVE (12) MONTHS IMMEDIATELY PROCEEDING THE OCCURRENCE OF THE FIRST EVENT GIVING RISE TO A CLAIM UNDER THE APPLICABLE IO.”
“i. Restrictions on Agency. It is Media Company’s sole right and responsibility to engage publishers to support the Ads and Agency will not directly engage or contract with such publishers to support any Ad.
“d. Conflicts; Governing Law; Amendment. In the event of any inconsistency between the terms of an IO and these Terms, the terms of the IO will prevail. All IOs will be governed by the laws of the State of Idaho. Media Company and Agency (on behalf of itself and Advertiser) agree that any claims, legal proceedings, or litigation arising in connection with the IO (including these Terms) will be brought solely in Idaho, and the parties consent to the jurisdiction of such courts. No modification of these Terms will be binding unless in writing and signed by both parties, except that the various campaign terms set forth on the cover page may be amended as agreed by the parties via email. If any provision (or any part thereof) is unenforceable under or prohibited by any present or future law or is held by a court of competent jurisdiction or arbitrator to be invalid, void or unenforceable, then such provision (or part thereof) will be amended, and is hereby amended, so as to be in compliance with such law, while preserving to the maximum extent possible the intent of the original provision. Any provision (or part thereof) that cannot be so amended will be severed from this Agreement; and, all the remaining provisions of this Agreement will remain unimpaired. All rights and remedies hereunder are cumulative.”