1. Master Terms: The Standard Terms and Conditions for Internet Advertising for Media Buys
One Year or Less located at https://www.iab.com/guidelines/standard-terms-conditions-internet-advertising-media-buys-one-year-less/
(or successor domain thereto) (the “Master Terms”) are fully integrated and incorporated herein,
supplementing the terms of this Advertiser Insertion Order (the “Insertion Order”). Capitalized
words used in this Insertion Order but not otherwise defined herein shall have the meanings
ascribed to them in the Master Terms.
2. Payment for Deliverables: SureCall LLC ("Advertiser") shall pay Media Company the Rate
set forth above for each click, impression, action, or other event as applicable, for up to the
Total amount.
3. Payment Terms: Advertiser shall pay Media Company within the number of days specified
under “Payment Term,” or if not specified, within thirty (30) days of the invoice date.
4. Tracking and Billing (CPA/CPL): For CPA or CPL Deliverables: Media Company’s platform
will be used to track all traffic and determine final billable numbers. In case of a dispute,
both parties shall engage in good faith resolution efforts.
5. Other Deliverables: For all other Deliverable types: Advertiser’s platform may be used
if agreed upon in writing; otherwise, Media Company’s platform governs billing.
6. Amendments: Any Campaign details not otherwise detailed herein, or amendments to
previously agreed upon Campaign details, shall be mutually agreed between the parties in writing
(email sufficing).
7. Indemnification: The Media Company agrees to indemnify, defend, and hold harmless
SureCall LLC (the "Advertiser") and its officers, directors, employees, representatives, agents,
subsidiaries, and affiliates from and against any and all third-party claims, actions, and
liabilities (including reasonable costs, expenses, and attorneys’ fees) arising out of or in
connection with: (i) any claim that the Media Company’s products, services, advertising content,
or use of data under this Agreement violates any applicable law, regulation, privacy or
publicity right, intellectual property right, or other right, except to the extent such claim
arises from any act or omission of SureCall LLC; or (ii) the Media Company’s breach of any
obligation, representation, or warranty under this Agreement.
7.2 Advertiser Indemnification: SureCall LLC (the Advertiser) agrees to indemnify, defend,
and hold harmless the Media Company and its officers, directors, employees, representatives,
agents, subsidiaries, and affiliates from and against any and all third-party claims, actions,
and liabilities (including reasonable costs, expenses, and attorneys’ fees) arising out of or in
connection with: (i) any claim that the Advertiser’s use of leads or related information
violates any applicable law, regulation, privacy or publicity right, intellectual property
right, or other right, except to the extent such claim arises from any act or omission of the
Media Company; (ii) the Advertiser’s products or services, or any guidance or counsel provided
to its customers or any lead; or (iii) the Advertiser’s breach of any obligation,
representation, or warranty under this Agreement.
7.3 Notification and Cooperation: The party seeking indemnification (“Indemnified Party”)
shall promptly notify the other party (“Indemnifying Party”) in writing of any such claim and
shall reasonably cooperate with the Indemnifying Party. The Indemnified Party shall permit the
Indemnifying Party to control the defense and settlement of such claim, provided that no
settlement may be made without the Indemnified Party’s prior written consent if it affects the
Indemnified Party’s rights or obligations. These indemnification obligations will not apply to
the extent the claim arises from the Indemnified Party’s own actions or omissions. The
Indemnified Party shall not settle any such claim without the prior written consent of the
Indemnifying Party.
8. Master Terms Amendments: The Master Terms are hereby amended as follows:
a. The Master Terms are to be interpreted to be applicable to a direct advertiser
relationship, rather than an agency-advertiser relationship. Therefore, the Agency-related
rights, duties and obligations under the Master Terms shall only be applicable to the extent
that, by their nature, would apply to a direct advertiser relationship with Media Company.
b. The blanks in Section XIV d. are completed with “New York County” and “New York, New
York,” respectively.