TERMS AND CONDITIONS

TERMS & CONDITIONS – UNDERTONE QUALITY GUARANTEE™

The Undertone Quality Guarantee provides assurance that Undertone will place your advertisements only on websites that are part of Undertone’s Green List™. These sites satisfy rigorous selection criteria that take both quantitative and qualitative factors into account. Undertone specifically excludes run of network and run of exchange inventory, and inventory on websites, video content, mobile sites and mobile applications that are based primarily upon social networking.** If an Advertiser demonstrates that its advertisements from an insertion order with Undertone appear on inappropriate websites, video content, mobile sites or mobile applications that are not part of Undertone’s Green List™ or as applied to video and mobile advertising, appear on sites or content that do not meet the Undertone quality guidelines, then Undertone will provide a credit to Advertiser or return the full amount that the Advertiser has paid to Undertone for the applicable portion of advertising (display, video or mobile) under that insertion order, up to a maximum of $50,000. This Quality Guarantee will not be applicable to Advertisers that contract with Undertone for media buying from Publishers which are not part of Undertone’s Green List™. This Quality Guarantee only applies when a violation is reported in writing to Undertone with clear evidence detailing the violation and proof that the ad was delivered by Undertone and served on a URL that is not part of Undertone’s Green List™ or in the case of video and mobile advertising, appear on sites or content that do not meet the Undertone quality guidelines and such evidence of violation is independently confirmed by Undertone. All such evidence and proof must be delivered to Undertone within ten days of the occurrence and must be based on a Quality Guarantee expressly referenced in an insertion order signed by Undertone for the specific campaign in question. Due to variations in the technology and reporting parameters of current third party verification tools, alleged violations caused by nested iframes, misclassified parent/subsidiary publisher websites, and improper website content classifications discovered through use of such tools or services, do not qualify for the Quality Guarantee. Final determination of a valid claim under this Quality Guarantee is in the sole discretion of Undertone. Additionally, this guarantee applies only to ad placements controlled by Undertone. Undertone is not responsible for third party actions it cannot control, including but not limited to use of nested iframes and other similar third party uses of metadata. While Undertone does not expect to get a claim against this Quality Guarantee, we want to be clear that the provision of a credit or the return of amounts paid under the applicable insertion order up to the maximum of $50,000 are the sole and exclusive remedies for any breach of the Undertone Quality Guarantee.

** Social Networking

Many premier publishers, including television broadcaster, newspaper and healthcare publishers, incorporate social networking functionality into their websites, video content, mobile sites or mobile applications. These Publishers will continue to qualify as part of Undertone’s Green List™ because they are not focused on social networking. Consequently, ads delivered on such areas of Green List™ websites, user video content, mobile sites and mobile applications do not constitute impermissible social networking content for purposes of this Quality Guarantee.

TERMS & CONDITIONS – UNDERTONE VIEWABLE IMPRESSION GUARANTEE™

The Undertone Viewable Impression Guarantee™ (the “Viewable Guarantee”) provides assurance that campaigns will exceed a predetermined benchmark of viewability.* The Viewable Guarantee is available only to CPM campaigns with a minimum of 15,000,000 in-page impressions and flights longer than thirty (30) days. The Viewable Guarantee applies only to paid in-page impressions. Bonus, high impact and video impressions are not measured for the Viewable Guarantee and do not count toward the campaign minimum requirement. Undertone, in its sole discretion, shall determine if a campaign qualifies for the Viewable Guarantee.

Advertising client (“Advertiser”) acknowledges that Undertone shall set a benchmark based on a proprietary algorithm derived from aggregated data from public sources and vendors engaged by Undertone (“Benchmark”). The Benchmark is subject to change at Undertone’s sole discretion; however, any change to the Benchmark shall not apply to a then live campaign that is subject to the Viewable Guarantee. Advertiser further acknowledges that it may only choose one of Undertone’s identified viewability partners (“Viewability Partners”) to measure the viewability rate (“Measured Rate”) for a campaign subject to the Viewable Guaranty. Undertone does not guarantee that its Viewability Partners will have the ability to measure the viewability of every campaign impression. Any measurement of viewable impressions is subject to the Viewability Partner’s capabilities and limitations. The Viewable Guarantee is earned only when the Measured Rate of a campaign, as reported by the Viewability Partner identified in the insertion order, exceeds the Benchmark.

A violation of the Viewable Guarantee must be reported in writing to Undertone within ten days of the last day of campaign delivery and must be based on a Viewable Guarantee expressly referenced in an insertion order signed by Undertone for the specific campaign in question. Final determination of a valid claim under this Viewable Guarantee is in the sole discretion of Undertone. The sole and exclusive remedy for any breach of the Viewable Guarantee is limited to Undertone providing to Advertiser a number of make good impressions equal to the number of impressions that would have been necessary to make the Measured Rate for the campaign subject to the Viewable Guarantee exceed the Benchmark for such campaign, calculated based on the Measured Rate (the “Shortfall”). The Shortfall must be used by the Advertiser within sixty (60) days after the last day of delivery of the campaign upon which the breach of the Viewable Guarantee is based.

This Viewable Guarantee may be combined with the Undertone Quality Guarantee if both are elected and designated in the applicable insertion order. No other guarantees or offers may be combined with the Viewable Guarantee. The terms and conditions of the Viewable Guarantee are subject to change; however, any change to the terms and conditions shall not apply to a then live campaign that is subject to the Viewable Guarantee.

Viewability is a measurement of online display advertisements that have at least fifty percent (50%) of pixels in the user’s view for a minimum of one second. This definition is subject to change based on any modification of the definition by a Viewability Partner.

TERMS & CONDITIONS – STANDOUT BRAND GUARANTEE™

The Standout Brand Guarantee™ (the “Guarantee”) is available only to CPM campaigns with a minimum guaranteed spend of $200,000. The Guarantee may not be available for campaigns utilizing channel, data, geographic, site list, or other optimization parameters that do not yield a reportable survey set. Advertising client (“Advertiser”) acknowledges it must engage either Vizu or Comscore as the third-party survey partner in order to elect the Guarantee. Advertiser acknowledges that SBG campaign surveys may not survey users on all websites included in the campaign. Changes to creative copy for advertisements after campaign launch are prohibited. Where more than one creative copy is utilized in a single SBG campaign, all such advertising creative copy must be substantially similar and reasonably acceptable to Undertone.

The Guarantee provides assurance that Undertone will provide positive brand lift based upon (i) objectively measurable and quantifiable metrics for (ii) a pre-determined measurement period (iii) a pre-determined comparison period as set forth in the applicable insertion order prior to campaign launch and (iv) any study questions and set up options(the “SBG Criteria”). The SBG Criteria must be approved in writing prior to campaign launch by email from Advertiser to the Undertone Customer Service Manager, Account Executive and/or Insights Manager designated for the account for the Guarantee to be applicable. In the event Undertone and Advertiser cannot agree on SBG Criteria, or Advertiser fails to satisfy Vizu, Comscore or Undertone survey guidelines or requirements, the Standout Brand Guarantee™ will not be available for that campaign. If an Advertiser demonstrates after delivery of the SBG campaign impression minimum (based upon Undertone billing reporting) and within ten (10) days of completion of the last campaign flight, that its advertisements from a SBG insertion order with Undertone do not result in any measurable positive brand lift based upon the SBG Criteria, then Undertone will provide a credit to Advertiser or return the full amount that the Advertiser has paid to Undertone under that insertion order, up to a maximum of $50,000. Unless otherwise requested by Advertiser, a credit to Advertiser will be the method of Guarantee fulfillment. This Guarantee only applies to campaign parameters and SBG Criteria as originally set forth in the applicable Insertion Order, in the event Advertiser requests reallocation of campaign budget or modification of campaign requirements after the original Insertion Order, the Guarantee will be automatically voided by any resulting changes in campaign requirements. When a violation is reported in writing to Undertone with supporting quantitative evidence and such evidence of violation is independently confirmed by Undertone. All such evidence and proof must be delivered to Undertone within ten days of the occurrence and must be based on a guarantee expressly referenced in an insertion order signed by Undertone for the specific campaign in question. Final determination of a valid claim under this guarantee is in the sole discretion of Undertone. While Undertone does not expect to get a claim against this Guarantee, we want to be clear that the provision of a credit or the return of amounts paid under the applicable insertion order up to the maximum of $50,000 are the sole and exclusive remedies for any breach of the Standout Brand Guarantee™.

For Campaigns utilizing Vizu, the following additional terms apply. Minimum flight time of three months.  Advertising impressions ordered must exceed 30 million per survey question designated in the applicable Insertion Order. Survey questions proposed by Advertiser must meet Vizu and Undertone guidelines and requirements including but not limited to use of the Vizu Smart Tag technology to conduct surveys and use of version 6 of the Vizu Smart Tag where applicable. The maximum measurement period for a survey is six months though the advertising campaign during which the survey is conducted can be of any duration.

For Campaigns utilizing Comscore, the following additional terms apply. Minimum flight time of one month and maximum flight time of thirteen weeks. Advertising impressions ordered must exceed 50 million per survey question designated in the applicable Insertion Order. Measured website domains and search terms proposed by Advertiser must meet ComScore and Undertone guidelines and feasibility requirements.

TERMS & CONDITIONS – STANDOUT MOBILE BRAND GUARANTEE™

The Standout Mobile Brand Guarantee™ (the “Guarantee”) provides assurance that Undertone will provide positive brand lift for at least one of the brand metrics (the “Criteria”) as measured by a third-party measurement party through surveys using a group exposed to the campaign and an unexposed control group. The Criteria shall be (i) objectively measurable and quantifiable metrics for (ii) a pre-determined measurement period, and (iii) a pre-determined comparison period as set forth in the applicable insertion order prior to campaign launch.

The Guarantee is available only for mobile CPM campaigns with a minimum guaranteed spend of $250,000 for mobile ad units. The Guarantee shall not be available for campaigns utilizing any limiting factor that makes measurement of brand lift impracticable, including, but not limited to: channel, data, geographic, site list, or other optimization parameters that do not yield a reportable survey set. Changes to creative copy for advertisements after campaign launch are prohibited. Where more than one creative copy is utilized in a single campaign, all such advertising creative copy must be substantially similar and reasonably acceptable to Undertone, at Undertone’s sole discretion. A Guarantee eligible campaign must have a minimum flight time of one month. Measureable advertising impressions ordered must exceed ten million. Survey questions proposed by Advertiser must meet InsightExpress and Undertone guidelines and requirements including, but not limited to, use of the InsightExpress Tag Tracking technology to conduct surveys. For the avoidance of doubt, Undertone, in its sole discretion, shall decide whether campaign in eligible for the Guarantee.

Advertiser acknowledges that (i) campaign surveys may not survey users on all websites included in the campaign and (ii) that a minimum number of surveys must be completed in order to measure the Criteria (the “Minimum Survey Completion”). For most campaigns the Minimum Survey Completion shall be 75 completed control group surveys and 125 completed exposed group surveys.

If, after delivery of the campaign impression minimum based upon Undertone billing reporting and completion of the last campaign flight (“Campaign Completion”), the Minimum Survey Completion has been met and it is demonstrated that there was no measurable brand lift for at least one brand metric based upon the Criteria, then Undertone will provide a credit to Advertiser equal to ten percent (10%) of the value of the mobile ad units actually delivered, up to a maximum of $50,000 (the “Credit”).

If, at the Campaign Completion, the Minimum Survey Completion has not been met, Undertone shall run bonus impressions, not to exceed 2% of the value of IO at IO rates, in order to recruit additional survey participants (the “Bonus Impressions”). If after running the Bonus Impressions, the Minimum Survey Completion has still not been reached, the Guarantee shall no longer apply. If after running the Bonus Impressions, the Minimum Survey Completion has been reached and no brand lift has been achieved, the value of the Bonus Impressions shall be deducted from any Credit to be received under the Guarantee.

If Advertiser requests reallocation of campaign budget or modification of campaign requirements after the original Insertion Order, the Guarantee will be automatically voided by any resulting changes in campaign requirements. Request for a Credit under the Guarantee must be delivered to Undertone within ten days of the Campaign Completion and must be based on a Guarantee expressly referenced in an insertion order signed by Undertone for the specific campaign in question. Final determination of a valid claim under this Guarantee is in the sole discretion of Undertone. While Undertone does not expect to get a claim against this Guarantee, for the avoidance of doubt, the provision of a credit is the sole and exclusive remedies for any breach of the Guarantee.

TERMS & CONDITIONS – UNDERTONE VIDEO GUARANTEE™

The Undertone Video Guarantee provides assurance that Undertone will run your video advertisements only on inventory where the user intends to watch a video (the “Video Guarantee”). Undertone specifically excludes in-banner, auto-play streams or impressions from its video inventory to offer only high value video advertising solutions.** If an Advertiser demonstrates that its advertisements from an insertion order (designating Video Guarantee elected at time of IO) with Undertone appear on in-banner, auto play streams or other non user initiated video inventory, then Undertone will provide a credit to Advertiser or return the full amount that the Advertiser has paid to Undertone under that insertion order, up to a maximum of $50,000. This guarantee only applies when a violation is reported in writing to Undertone with clear evidence detailing the violation and proof that the ad was delivered by Undertone and such evidence of violation is independently confirmed by Undertone. All such evidence and proof must be delivered to Undertone within ten days of the occurrence and must be based on a guarantee expressly referenced in an insertion order signed by Undertone for the specific campaign in question. Final determination of a valid claim under this guarantee is in the sole discretion of Undertone. Additionally, this guarantee applies only to ad placements controlled by Undertone. Undertone is not responsible for third party actions it cannot control. While Undertone does not expect to get a claim against this Video Guarantee, we want to be clear that the provision of a credit or the return of amounts paid for the video advertising portion under the applicable insertion order up to the maximum of $50,000 are the sole and exclusive remedies for any breach of the Undertone Video Guarantee. This Video Guarantee may be combined with the Undertone Quality Guarantee if both are elected and designated on the applicable Insertion Order. No additional guarantees or offers may be combined.

This guarantee applies only when the guarantee is expressly referenced in an insertion order signed by Undertone

** User Intent to Watch

In addition to click-to-play video content, satisfactory inventory for purposes of this Video Guarantee includes any inventory where user intent to watch video content is clear. Such inventory may include but not be limited to a link with a video icon leading user to auto-play video content and clicks to URLs where video content is expected such as YouTube.com. Consequently, ads delivered on such inventory do not constitute impermissible inventory for purposes of this Video Guarantee. Video inventory subject to this Video Guarantee shall have sound set to “on” within the player, website or platform in which the video content is launched; however, Undertone cannot control user volume, mute or other audio settings and will not be responsible for such under this Video Guarantee.