CUSTOM CONTENT ADDENDUM

The below terms apply with regard to any custom content created by Ziff Davis for Client and are governed by the IAB Terms and Conditions 3.0. This addendum (“Addendum”) shall govern with regard to any conflicts between the IAB terms and this Addendum.

  1. The Project.

  1. Under the terms of the IO signed between the parties (the “Agreement”), Ziff Davis may create specialized content for Client (“Custom Content”) as outlined in the Insertion Order to be used by Client as agreed to in writing by the parties (the “Project”).

  1. Ziff Davis reserves the right in its sole discretion to make any disclosures to the Custom Content if it determines such disclosures are required by any federal, state, and local laws, rules, regulations and statutes.

  1. Client shall have a right to display the Custom Content on its owned and operated websites or social media channels so long as in a format and form approved by Ziff Davis (if modified in any way from its original form). After the termination of this Agreement, Client may use the Custom Content solely for archival or historical use.

  1. Ownership of Custom Content.

  1. Except as set forth in Section 1, Client acknowledges that no grant of ownership or license shall be given to Client with respect to any Ziff Davis copyrights, trademarks, logos, brands, slogans or the Custom Content produced or created by Ziff Davis pursuant to this Agreement (“Ziff Davis Materials”).

  1. Ziff Davis owns all rights, title and interest in and to the Ziff Davis Materials, and nothing in this Agreement or any other terms and conditions shall confer on Client any right of ownership or license in the foregoing.

  1. The fact that any Custom Content containing Client Materials, as defined below, remains on public display or in circulation after the campaign, including on Ziff Davis’s owned and operated digital and social channels, shall not give rise to any claim by Client or any third party against Ziff Davis, provided that such Custom Content is not amplified through paid or other promotion.

  1. During and after the campaign, Client grants Ziff Davis a license to include Client’s name and/or trademark in any and all URLs of Custom Content on Ziff Davis’ owned and operated websites and/or social channels.

  1. Fees.

  1. Client acknowledges that the Fees for the Custom Content outlined in the Agreement are non-refundable under any circumstances and shall be due and payable at the start of production upon receipt of invoice from Ziff Davis. For clarification, the Fees are due even if Client chooses not to use the Custom Content.

  1. If Client decides to cancel the production of the Custom Content, all Fees shall immediately become due.

  1. All taxes and fees required by law that may be applicable to the Custom Content are paid for by Client.

  1. Creative Process.

  1. The Project will commence once the Agreement is fully executed by both parties.

  1. Client may only alter the Project, provided that Ziff Davis has not yet begun Pre-Production. Once the parties are in the Pre-Production phase, Client may not alter the scope of the Project unless mutually agreed upon in writing (email to suffice). For clarification purposes, pre-production starts once an Insertion Order is signed by both parties (“Pre-Production”).

  1. If Client Materials, as defined below, are delivered later than the timeframe agreed upon in writing by the parties, then Ziff Davis reserves the right to either (a) increase Fees and/or (b) push back the time frame for delivering the Custom Content to Client.

  1. Ziff Davis reserves the right to increase the Fees if the scope of the Project changes based on requests made by Client.

  1. Upon request from Ziff Davis, Client will deliver to Ziff Davis any and all materials needed for inclusion in the Custom Content (“Client Materials”). The delivery of such Client Materials shall be made within 72 hours of receiving a request from Ziff Davis. Client acknowledges that failure to timely provide the Client Materials to Ziff Davis within the 72 hour timeframe may result in the Project being delayed in Ziff Davis’s sole discretion. All emails from Ziff Davis shall be acknowledged by Client within twenty-four (24) business hours. All feedback on Custom Content shall be provided by Client to Ziff Davis within forty-eight (48) business hours. Client communications shall be responded to by Ziff Davis within 24 business hours and solutions shall be offered within 48 business hours, after which Ziff Davis shall begin work on such approved solutions. Final approval by Client of Custom Content must be received by Ziff Davis in a timeframe approved by the parties at the start of the Project.

  1. Client shall be permitted to go through two (2) rounds of feedback with Ziff Davis on Custom Content. Ziff Davis reserves the right to refuse changes which alters the voice/tone of the Custom Content.

  1. Client shall appoint one designated point of contact who will diligently work with Ziff Davis to finalize the Custom Content. All feedback from Client will be consolidated through such point of contact.

  1. The parties shall continuously make good faith efforts to come up with solutions to campaign challenges including but not limited to, creative execution and distribution.

  1. Representations and Indemnification

  1. Client represents and warrants that (i) the Client Materials will not violate the rights of a third party including but not limited to an intellectual property, privacy or publicity right; (ii) the Custom Content shall not be used in a manner outside of the rights granted in this Agreement; and (iii) all statements and claims incorporated into the Custom Content as provided by Client are true, accurate and supported by data.

  1. Client shall indemnify, defend and hold harmless Ziff Davis, its affiliates and its and their employees, officers, directors, representative sand agents from and against any and all expenses, losses, damages, costs or fees (including reasonable attorneys’ fees) resulting from third party claims, demands, or suits which arise directly or indirectly from breach of a term or representation contained in this Addendum.

  1. Entire Agreement. This Addendum represents the entire agreement of the parties and supersedes any prior agreements or understandings between the parties concerning the subject matter hereof. Any changes to this Addendum must be evidenced in writing and signed by both parties. This Addendum shall be construed and applied in accordance with the laws of the State of New York, without giving effect to conflict of law principles.