Retargeting Service Addendum

In the event that Advertiser has selected the Yieldmo Retargeting Service, the following additional terms shall apply:

  1. The following definitions are added to the “Definitions” section of the Standard Terms. “Advertiser Data” means data that Media Company collects through Media Company Tags on the Properties, including any information that can be attributed to a user via cookies or other technologies that record events related to users’ activity on the Properties (such as the number of pages viewed, the products viewed, searches, etc.), and any product feeds, product catalog or end user-related information provided by or on behalf of Advertiser, Agency or Advertiser Vendor to Media Company. “Advertiser Vendor”means a third party vendor who provides services to Advertiser or Agency with respect to Advertiser Data. “Marks” means the trade names, trademarks, logos and service marks of a party. “Properties” means websites, mobile websites, applications and other media of Advertiser from which Advertiser Data may be collected. “Service Data” means: (i) aggregated data provided by third parties independently of the provision of the Yieldmo Retargeting Service to Advertiser (e.g., Network Property-related data); and (ii) data related to Media Company’s ad serving activity such as the number of Ads displayed to users, and aggregated Advertiser Data that does not identify or permit identification of Advertiser or Agency. “Media Company Tags” means software code, tags and cookies supplied by Media Company for Advertiser or Agency to include in the Properties, in order to facilitate the transmission of Advertiser Data to Media Company. “Yieldmo Retargeting Service” means Media Company’s proprietary technology and functionality that allows Media Company to determine which Ads should be served to a user at a given time, to serve such Ads and to measure the performance of such Ads.
  2. Advertiser and Agency will abide by Media Company’s then-current specifications for the Yieldmo Retargeting Service (the “Specs”), and may be required to: (a) include Media Company Tags on the Properties, (b) supply Media Company with Advertiser Data; and © supply Media Company with Advertiser’s Marks and/or Advertiser Materials to be displayed in Ads. Media Company shall have sole discretion as to where and how often the Ads will be displayed. Ads may be displayed next to advertisements of Advertiser’s direct or indirect competitors. Media Company does not warrant any start or end dates (if any) stated in the IO. Media Company reserves the right to modify the Yieldmo Retargeting Service, and to suspend or reject any Ads at any time. Advertiser represents and warrants that its Ads, Advertiser Data and other materials provided to Media Company (including but not limited to data or materials provided by Advertiser Vendor) do not violate any law or regulation or any applicable advertising or marketing codes of conduct, infringe or dilute any third party rights, promote hate, violence, discrimination or racism or any illegal activities, products, services or subject matter, are not obscene, pornographic, libelous or defamatory, and do not contain any viruses, Trojan horses, spyware, malware or other harmful or malicious components. Advertiser will indemnify, defend and hold harmless Media Company and its officers, directors, agents and employees from and against any and all third party claims, actions, losses, liabilities, damages, costs and expenses (including without limitation reasonable attorneys’ fees) arising out of or relating to a breach by Advertiser of the foregoing sentence.
  3. As between the parties: (a) Media Company is the sole and exclusive owner of all right, title and interest in and to the Yieldmo Retargeting Service, Media Company Tags, Service Data, Media Company’s Marks, and all intellectual property rights in and to the foregoing (collectively, “Media Company Materials”), and (b) Advertiser is the sole and exclusive owner of all right, title and interest in and to the Properties, Advertiser Data, Advertiser Materials, Advertiser’s Marks, and all intellectual property rights in and to the foregoing (collectively, “Advertiser Materials”). Each party reserves all rights not expressly granted in this Agreement. During the Term, Advertiser and Agency grant Media Company a limited, non-exclusive, worldwide, royalty-free right and license to: (i) collect, use, analyze and process the Advertiser Data, to combine the Advertiser Data with Service Data and to perform the Yieldmo Retargeting Service for Advertiser; and (ii) use and reproduce Advertiser’s Marks and the Advertiser Materials to create or enhance Ads for Advertiser, and to display the Ads on the Network Properties and on documentation promoting the Yieldmo Retargeting Service. During the Term, Media Company grants to Advertiser a limited, non-exclusive, non-transferable, non-sublicensable right and license to access and use Media Company’s User Interface and Media Company Tags solely for the purpose of enabling and managing Advertiser’s Ad campaigns hereunder (the “Licensed Purpose”). Advertiser and Agency shall use the Media Company Materials solely for the Licensed Purpose and will not, nor attempt to, sell, resell, rent, lease, sublicense, distribute, transfer or otherwise provide them or any portions or copies thereof to any third party, whether on a “service bureau” basis or otherwise, or alter, adapt, port, modify, copy, translate, reverse engineer, decompile or disassemble the Media Company Materials or any portions or copies thereof, create derivative works therefrom, nor tamper with or use any workaround to interfere with the proper working thereof. As between the parties, Advertiser and Agency will be solely responsible for any services performed by Advertiser Vendor with respect to the Advertiser Data, and for complying with the applicable agreement(s) in effect from time to time between Advertiser/Agency and Advertiser Vendor and with any applicable platform terms and conditions (e.g., those imposed via the Android or iOS mobile operating systems).
  4. A new Subsection i. is added to Section XII as follows. Media Company may use and disclose Service Data and information that it receives in connection with the Yieldmo Retargeting Service in an aggregated form that is not identifiable to Advertiser, Agency or end users to provide, enhance or market the Yieldmo Retargeting Service. Advertiser agrees that it shall maintain a posted privacy policy accessible by direct link from its website’s home page that complies with all applicable laws and regulations and shall abide by such privacy policy. Yieldmo is a member of the Network Advertising Initiative (“NAI”) and in connection with NAI requirements, Advertiser agrees that its privacy policy shall: (i) disclose the collection, use and sharing of data by third parties from the Properties and Ads and the types of information collected by such third parties; (ii) disclose the use of cookie and non-cookie technologies used by such third parties using disclosures substantially similar to those set forth at http://www.networkadvertising.org/addendum-examples-of-notice, and (iii) provide a clear and conspicuous link to either the NAI opt-out page (currently located at http://www.networkadvertising.org/choices) or the DAA opt-out page (currently located at http://www.aboutads.info/choices/). Advertiser, Agency and Advertiser Vendor will not provide or transmit to Media Company any PII unless required by law or court order or otherwise agreed to in writing by the parties. “PII” means information that can be used to identify a specific natural person, such as address, phone number, email address and social security number. Notwithstanding the foregoing, Media Company may collect user-volunteered PII through an Ad unit on behalf of Advertiser; in such case, such user-volunteered PII will be shared solely with Advertiser and will not be otherwise used by Media Company. In the event that Advertiser or Agency makes use of a Advertiser Vendor in connection with this Agreement, then: (a) it shall contractually require Advertiser Vendor to comply with this Section XII; and (b) it agrees and acknowledges that Media Company may disclose Confidential Information of Advertiser or Agency to such Advertiser Vendor as necessary in order to allow Media Company and Advertiser Vendor to reasonably cooperate in order to facilitate the provision of the Yieldmo Retargeting Service hereunder.
  5. Last updated: October 15, 2015