MEDIA TERMS AND CONDITIONS
You (“Company”) and Slickdeals, LLC (“Slickdeals”) agree to the IAB/4As’ Standard Terms and Conditions Version 3.0 for Internet Advertising for Media Buys One Year or Less located at iab.com/wp-content/uploads/2015/06/IAB_4As-tsandcs-FINAL.pdf (“IAB/4As Terms”), except as modified and supplemented herein (“Terms”). Capitalized terms not defined in these Terms have the meanings given in the IAB/4As Terms.
These Terms apply when (i) you enter into an insertion order or agree to the terms of a campaign through email with Slickdeals (collectively, “Orders”), (ii) you use Slickdeals’ Deal Specialist Funnel (“DSF”) (formerly Slickdeals’ Deal Submission Forum) or (iii) as otherwise stated at https://slickdeals.net, including https://sales.slickdeals.net. In the event of any conflict between these Terms and the IAB/4As Terms, these Terms will prevail. In the event of any conflict between these Terms and an Order, the Order will prevail. If you are using DSF, Section 4 of this Agreement will apply to you instead of any individual Orders. Slickdeals may modify these Terms at any time by posting the revised terms to its website, and such changes are effective immediately.
The parties agree as follows:
1. IAB/4AS TERMS
a. Slickdeals will be considered Media Company as specified in the IAB/4As Terms. As between Slickdeals and Company, Company will be considered Advertiser as specified in the IAB/4As Terms and will take on all obligations of Agency under this Agreement. Each Order will be considered an IO as specified in the IAB/4As Terms. Notwithstanding anything to the contrary in the IAB/4As Terms, this Agreement may cover direct advertiser buys with publishers.
b. “Media Company Properties” means Slickdeals’ websites, mobile apps, browser extensions, emails and/or newsletters.
c. Section II(b), the first paragraph of Section II(d), Section IV, Section VI, Section VII, Section IX, Section X and Section XIII of the IAB/4As Terms will be deleted and replaced with the following:
Intentionally omitted.
d. Section III of the IAB/4As Terms will be deleted and replaced with the following:
Company will pay Slickdeals the fees specified in each IO (“Fees”). Company will be responsible for all taxes in connection with its use of the services provided by Slickdeals, except for taxes assessed on Slickdeals’ income. Unless otherwise specified in the applicable IO, Company will pay the Fees within 30 days following the date of invoice. Unless otherwise agreed to by the parties, all pending campaigns with undetermined Ad placements will expire and be deemed cancelled, without any obligation or liability for Slickdeals, upon the end of the then-current calendar year, including campaigns where Company has prepaid any fees, which will not be refunded or credited.
e. Section V of the IAB/4As Terms will be deleted and replaced with the following:
In the event of any breach of an IO or these Terms by Slickdeals or Company, and such party has not cured such breach within 5 days following written notice from the other party, the non-breaching party may immediately terminate the applicable IO or all IOs. In addition, upon Slickdeals’ reasonable belief that Company has participated in any form of shilling or any other fraudulent behavior (“Fraud”), Slickdeals may immediately terminate the applicable IO or all IOs with or without notice. If Company makes its products or services available through any third-party marketplace, store or other platform (e.g. Amazon Marketplace), upon any suspension or termination of its account or loss of its good standing by Company according to such platform’s requirements, Company will immediately notify Slickdeals in writing, and Slickdeals may terminate the applicable IO or all IOs with or without notice. Upon termination of an IO or these Terms by Slickdeals for any of the foregoing reasons, or Company’s termination of an IO or these Terms in violation of these Terms, all amounts in an applicable IO(s) will be immediately accelerated and payable by Company according to the terms the applicable IO(s).
f. Section XI of the IAB/4As Terms will be deleted and replaced with the following:
SLICKDEALS’ SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY. SLICKDEALS DISCLAIMS ANY IMPLIED WARRANTIES, INCLUDING WARRANTIES OF TITLE, MERCHANTABILITY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR DAMAGES RESULTING FROM BREACHES OF SECTIONS XII(A) OR XII(B) AND EACH PARTY’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT WILL COMPANY OR SLICKDEALS BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THE AN OR THESE TERMS, HOWEVER CAUSED, AND UNDER WHATEVER CAUSE OF ACTION OR THEORY OF LIABILITY EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR DAMAGES RESULTING FROM BREACHES OF XII(A) OR XII(B), EACH PARTY’S INDEMNIFICATION OBLIGATIONS AND COMPANY’S OBLIGATIONS TO PAY FOR ANY MINIMUM FEES AND SERVICES ALREADY PROVIDED, IN NO EVENT WILL EITHER OF COMPANY’S OR SLICKDEALS’ TOTAL AGGREGATE LIABILITY UNDER EACH IO EXCEED THE GREATER OF (A) $200,000 OR (B) THE AMOUNT CHARGED TO COMPANY BY SLICKDEALS UNDER SUCH IO FOR THE TWELVE MONTHS PRIOR TO THE DATE THE LIABILITY FIRST AROSE.
g. California will be the state designated for the purposes of the blanks in Section XIV(d) of the IAB/4As Terms, excluding conflicts of laws principles, and the parties agree that any action arising out of or from this Agreement will be resolved in Los Angeles County, California.
2. CAMPAIGNS. Slickdeals will provide the services specified in an Order or DSF, as applicable, which may include any of the following: (i) Slickdeals will promote a deal posted by an end user (“End-User Post Campaign”); (ii) Slickdeals will post and/or promote a deal based on Advertising Materials provided by or on behalf of Company, and may promote such deal through editorial content (“Company-Directed Campaign”); and/or (iii) Slickdeals will place other types of promotional content (other than a deal and any associated editorial content) based on Advertising Materials provided by or on behalf of Company (“Direct Placement Campaign”). “Campaign” means collectively, End-User Post Campaigns, Company-Directed Campaigns and Direct Placement Campaigns. For the avoidance of doubt, “deals” means any offers, deals, coupons or promotions posted in the Slickdeals deal format.
a. End-User Post Campaigns. This Section 2(a) applies solely to End-User Post Campaigns. The parties acknowledge and agree that deals posted by end users are user-generated content, and Slickdeals is not responsible for, and disclaims any liability arising out of or from, such content, including any pricing errors and product descriptions.
b. Company-Directed Campaigns. This Section 2(b) applies solely to Company-Directed Campaigns. Company will, no fewer than 3 business days prior to the posting of each deal, submit the applicable deal and Advertising Materials, including details, links and files relating to the posting of such deal, by email to the Slickdeals contact(s) specified in the Order, or any other method of delivery agreed to by the parties in writing. Company will ensure that the deals and Advertising Materials are accurate and complete at all times and represent immediately available products or services of Company. Company will not make Consumer Data available to any third party without Slickdeals’ written consent. “Consumer Data” means all information relating to end users generated through the Media Company Properties.
c. Direct Placement Campaigns. This Section 2(c) applies solely to Direct Placement Campaigns. Company will, no fewer than 3 business days prior to the placement of each advertisement, submit all applicable content, including details, links and files relating to the posting of the advertisement, by email to the Slickdeals contact(s) specified in the Order, or any other method of delivery agreed to by the parties in writing. Company will not make Consumer Data available to any third party without Slickdeals’ written consent.
d. General. Slickdeals reserves the right to reject or discontinue any Ad or Advertising Materials at any time. As between Company and Slickdeals, Company will be responsible for the products and services made available by Company. Company will comply with the Acceptable Use Policy located at slickdeals.net/corp/acceptable-use.html, and Company acknowledges and agrees that the terms therein relating to User Content will apply to Ads and Advertising Materials. Any form of Fraud by Company is prohibited, and Company will comply with all applicable laws and regulations, will make available and comply with a legally sufficient privacy policy, and will not infringe on the intellectual-property or other rights of any third party.
3. ADVERTISING MATERIALS. Advertising Materials include those for deals (e.g. Frontpage Slickdeals), promotional content and other posted materials, and include the content and information contained therein. For the avoidance of doubt, Advertising Materials include all materials that are made available by Company or that Slickdeals assembles, composes or otherwise prepares on behalf of Company in order to fulfill its services to Company. If Company requests promotion of an End-User Post Campaign, such content is also considered Advertising Materials. There are no “Media Company Advertising Materials” for the purposes of this Agreement. As between Company and Slickdeals, Company is solely responsible for all Ads and Advertising Materials, including their compliance with applicable laws and regulations and then-existing Policies, and Slickdeals disclaims all responsibility and liability arising out of or from the Ads and Advertising Materials. Upon Company’s request, Slickdeals will obtain Company’s written approval of the Advertising Materials prior to the posting of the corresponding deal or other Ad. If Company does not make such request, the Ads and Advertising Materials will be deemed approved by Company.
4. DSF. This Section 4 applies to Company’s use of DSF. Company will be subject to the rest of this Agreement, as applicable, including Section 2(b) of this Agreement relating to Company-Directed Campaigns. Company will pay the fees for DSF specified by the DSF team on a monthly subscription basis using a valid credit card, and such subscription will automatically renew from month to month. Company may terminate DSF by giving written notice no later than 5 days prior to the end of the then current month. Slickdeals reserves the right to modify the fees for DSF from time to time by posting such changes online or emailing Company. Notwithstanding anything to the contrary in this Agreement, Slickdeals reserves the right to use Company’s name and trademarks in connection with trademark, brand and/or keyword bidding, and any other search advertising, involving third-party platforms, unless otherwise agreed to by the parties. If there is any inconsistency between this Section 4 and the terms of Sections III or V of the IAB/4As Terms, this Section 4 will supersede such terms.
5. PERSONAL PROTECTIVE EQUIPMENT. From time to time, Slickdeals may allow the submission of deals for personal protective equipment (“PPE”) through DSF. This Section 5 applies to any such deals submitted by Company. All PPE deals require Slickdeals’ approval, and Slickdeals reserves the right to reject or discontinue any such Ads or Advertising Materials at any time. Company will comply with all applicable laws, regulations and regulatory guidelines applicable to PPE and the sale of PPE, including obtaining all applicable licenses, approvals, authorizations and/or other permissions for the sale of medical and health-related products. Upon Slickdeals’ request, Company will provide documentation and other information verifying such compliance. Company will not make available through the Media Company Properties any PPE not covered by the FDA’s Emergency Use Authorization, as updated from time to time, and will immediately notify Slickdeals in writing upon its removal from any Emergency Use Authorization. Ads and Advertising Materials may not include any medical or health claims. Without limiting the foregoing, Company will not claim or imply that a product could prevent, treat or cure COVID-19 or any other condition. All statements included in the Ads and Advertising Materials must be true and supported by documented evidence, and will comply with all rules, regulations, guidance and other requirements of the FDA, and all terms and conditions, policies and other requirements of applicable Third-Party Marketplaces. Company will not charge excessive prices or engage in deceptive pricing practices, including in connection with the resale of PPE. Company represents and warrants that all statements it makes to Slickdeals regarding PPE are true and complete.
6. INTELLECTUAL PROPERTY. As between Company and Slickdeals, Company owns all rights, title and interest in and to all Ads and Advertising Materials. As between Slickdeals and Company, Slickdeals owns all rights, title and interest, including all intellectual-property rights, in and to Slickdeals’ name, logo and trademarks and the Media Company Properties; and any modifications, improvements, derivative works, adaptations, copies, translations or compilations of any of the foregoing, irrespective of who authored or invented the same. Company hereby grants to Slickdeals a non-exclusive, sublicensable right and license during the term of each Order or DSF subscription period, as applicable (“Campaign Period”), to publish and display on the Media Company Properties (i) Company’s name, logos and trademarks, (ii) the Advertising Materials, (iii) the deals and (iv) any other content, including third-party materials, made available by Company in connection with the Campaign; provided that following the Campaign Period, Slickdeals will not be obligated to take down or remove any deals (including corresponding Advertising Materials) that have already been posted. Company represents and warrants that it has all the necessary rights to grant Slickdeals the foregoing license and rights. Slickdeals will not be prohibited from improving its services on the basis of data, general learning and know-how gained from the provision of services to Company in connection with the Campaigns. Slickdeals may use any suggestions or feedback without accounting, attribution or compensation to Company.
7. MISCELLANEOUS. Notwithstanding anything to the contrary in the IAB/4As Terms, neither party will make any public statement relating to this Agreement without the prior written approval of the other party; provided that Slickdeals may include Company’s name and logo in its marketing and promotional materials and partner lists. All notices to Slickdeals under this Agreement must include a copy to [email protected]. Notwithstanding Section XIV(c) of the IAB/4As Terms, nothing in this Agreement supersedes or modifies any terms between the parties relating to commissions, referral fees or other affiliate compensation. Slickdeals may assign this Agreement to any successor to all or substantially all of Slickdeals’ relevant assets, whether by merger, consolidation, reorganization, reincorporation, sale of assets or stock, or otherwise. Any claims arising under or related to this Agreement must be brought in the initiating party’s individual capacity and not as a plaintiff or class member in any class action or similar proceeding.