Last Updated: March 19, 2024

These Advertiser Terms and Conditions (“Advertiser Terms and Conditions”) are incorporated into the Insertion Order entered into by the Media Company identified in such Insertion Order (“Publisher” or “Media Company”) and the Advertiser identified in such Insertion Order (“Advertiser” or “Agency”) (each, an “Insertion Order”). These Advertiser Terms and Conditions amend and supplement the Interactive Advertising Bureau Standard Terms and Conditions For Internet Advertising For Media Buys One Year Or Less (available as of the Effective Date at (“IAB Terms”). Capitalized terms that are used but not defined herein shall be as defined in the Insertion Order and, if not defined therein, the IAB Terms.

The IAB Terms are hereby amended and supplemented as follows:

1. Definitions. The following terms shall have the below definitions for the purposes of the Insertion Order:

Action” means a user taking a particular action in connection with an Ad that shall be specified and agreed by the parties in writing (email sufficient) in advance of the relevant campaign.

Ad” means any advertisement provided by Advertiser.

CPA” means the fee payable to Media Company for each Action.

CPC” means the fee payable to Media Company every time a user clicks on an Ad.

CPE” means the fee payable to Media Company for each CPE Conversion.

CPE Conversion” means a user sourced by Media Company completing an Engagement in the promoted Game.

CPI” means the fee payable to Media Company for each Install.

CPIDeliverables” means Deliverables sold on a CPI basis.

CPM” means the fee payable to Media Company per one thousand (1,000) Impressions.

Data Protection Laws” has the meaning ascribed to the term “Applicable Laws” in the DPA or, if such term is not defined in the DPA, means all applicable laws relating to the use, protection, and privacy of Personal Data.

DPA” means any Data Processing Addendum or similar agreement signed by Advertiser and Media Company to which an Insertion Order is made subject.

Engagement” means an in-Game action, milestone, or other engagement agreed between the parties in writing (email sufficient) in advance of the Start Date of the relevant campaign, or from time to time during such campaign (e.g.: reaching level 5 of the promoted Game).

Fraudulent Measurements” means any action that: (i) is generated by means of any device, program, or robot; (ii) comes from an SDK version of the MMP that was never published in the relevant Game(s); (iii) is manually created in bad faith; (iv) is deemed fraudulent (whether prior to, or post, attribution) by the MMP’s anti-fraud solutions; and/or (v) does not meet the validation rules for the campaign set by Advertiser in the MMP.

KPI” means key performance indicator.

Impression” means an Ad is served by Media Company that triggers an impression pixel which then reflects an impression in the MMP.

Install” means that a user has clicked on an Ad served by Media Company and then installed, opened and entered the Game. Only Installs that take place within 168 hours of a user clicking on an Ad will be counted.

Marketing Policies” means any policies provided by Advertiser indicating any criteria or specifications around placement of Ads, targeting, community standards, or other policies determined by Advertiser, including without limitation those stated in Section 7 below.

MR CPE” means the fee payable to Media Company for each MR CPE Conversion.

MR CPE Conversion” means a user completing a series of Engagements (e.g.: reaching levels 3, 5, and 7 of the promoted Game).

Net Predicted ROI” This is the ROI that Advertiser expects will be achieved during the average user in-game lifecycle for the promoted Game (such average lifecycle to be communicated to Publisher during the course of each campaign).

Personal Data” has the same meaning ascribed to that term in the DPA or, if not defined in the DPA, means any information relating to an identified or identifiable Advertiser employee, customer, or other individual in connection with these Advertiser Terms and Conditions and the applicable Insertion Order.

ROI” means, with respect to each campaign, the return on investment that Advertiser achieves from such campaign calculated as the sum of the aggregate revenues generated in the promoted Game from new users acquired from such campaign divided by the total Ad spend amount for such campaign over the examined period.

2. License grants.

(i) Advertiser hereby grants to Media Company and Media Company’s affiliates and partners a limited, non-exclusive, non-sublicensable, non-transferable, revocable, royalty-free, worldwide license, under all rights, to use, perform, serve, place and display all Advertising Materials delivered to Media Company by Advertiser hereunder, provided that such use is in line with the specifications and the terms of the Agreement.

(ii) Each party hereby grants the other party a limited, non-exclusive, non-sublicensable, non-transferable, revocable, royalty-free, worldwide license to access, collect, maintain, display, reproduce and otherwise use the Ad engagement data provided hereunder (collectively, the “Performance Data”) in accordance with the terms and conditions of the DPA, in order to provide reporting, for internal operations and systems and performance optimization purposes. For the avoidance of doubt, Media Company shall not disclose Performance Data regarding Ads created pursuant to the Agreement to any third party. Media Company will provide Advertiser with Performance Data in real-time or via a web-based portal, if such access is provided to other customers of Media Company, but in no event will Performance Data be provided to Advertiser later than ten (10) business days after it is received by Media Company. Media Company will provide all data it receives or prepares regarding the Ads created hereunder to Advertiser as part of the Performance Data.

3. Advertising Materials and Custom Materials.

(i) At Advertiser’s prior written request, Media Company may use such assets from the Games as may be provided by Advertiser from time to time to develop additional Custom Material, solely for and on behalf of Advertiser, but Media Company acknowledges and agrees that: (a) all Advertising Materials not supplied by Advertiser must be approved in writing by Advertiser prior to being distributed or published by Media Company, Media Company’s affiliates and/or partners; and (b) to the extent that Media Company acquires any right, title, or interest in or to such additional Advertising Materials, Media Company hereby assigns to Advertiser, including by way of a present assignment of future copyright, all of its right, title and interest in and to such additional creatives on creation. At the sole discretion of Advertiser and upon written request, Media Company agrees to immediately take down and remove any and all Custom Material, published in pursuance to the Agreement.

(ii) If Media Company is providing Custom Material: (i) Media Company will design, create and name such Custom Material in accordance with Advertiser’s instructions, naming convention, brand guidelines and Marketing Policies; and (ii) Media Company represents and warrants that it owns or has a license to convey any Media Company intellectual property used to design and create Custom Material.

(iii) Unless Media Company is specifically instructed to do so by Advertiser, Media Company will ensure that Ads are not served on other Advertiser-owned applications or on any of Advertiser’s Affiliates’ properties and, if Media Company violates this requirement, Advertiser shall not be required to pay for any Installs, Impressions, or Engagements which result from such Ads.

4. Term. The Agreement shall commence on the Effective Date and continue until terminated by either party in accordance with the terms hereof (“Term”). The parties may terminate the Agreement at any time for convenience upon two (2) days’ written notice to the other party. In the event of any such termination, Advertiser shall not be obligated to make any payments hereunder to Media Company other than amounts accrued prior to the effective date of such termination.

5. Total Budget; Spending Caps. With respect to each Insertion Order, the Total Budget is the maximum amount of money authorized by Advertiser to be spent pursuant to such Insertion Order. Advertiser shall not be responsible to pay for any amount incurred in respect of any campaign under such Insertion Order in excess of the applicable Total Budget.

6. Media Company Obligations. Media Company represents, covenants and warrants that: (a) Media Company will not, during the Term hereof, enter into any agreement which will prevent Media Company from performing any of its obligations, or granting any rights, set out herein; (b) Media Company hereby unconditionally and irrevocably waives and agrees never to assert, any and all moral rights it may have in the Advertising Materials. In the event that the foregoing waiver is not effective under any applicable law, Media Company hereby agrees to exercise such rights reasonably and in a way that will not have a material adverse effect upon Advertiser or its exploitation of any of the Advertising Materials; (c) Media Company shall, and shall procure that each of its assistants, employees, contractors, representatives shall, perform its obligations in compliance with all applicable laws and regulations; (e) any and all assets, items and/or other materials created by Media Company (whether directly or by way of an authorized third party) pursuant to the Agreement shall be fit for their intended purpose, free from defects, of top quality, and created in compliance with Advertiser’s delivery requirements, where applicable; (f) Media Company will comply with all Marketing Policies; and (g) Media Company shall use all commercially reasonable efforts to prevent the Campaign Dashboard, Custom Materials (if any), and other systems, platforms, websites or interfaces to which Media Company provides Advertiser access pursuant to the Agreement, from introducing into Advertiser’s systems, databases, websites, or Games any software or code that contains any virus, malware, ransomware, keylogger, logic bomb, Trojan horse, worm, or other self-executing or malicious program or software routines.

7. Advertiser Marketing Policies. Advertiser will not tolerate, nor pay for, any Ad or related action that violates the Marketing Policies described in this Section 7. If Media Company violates the Marketing Policies, Media Company may be blacklisted from placing further Ads on behalf of Advertiser.

(i) No Incentivized Traffic. Media Company shall not use any incentivized mobile promotion, unless otherwise approved by Advertiser in writing (email sufficient) for a specific campaign.

(ii) Advertiser Content. Media Company may not use any Advertiser intellectual property, other than the assets made available or approved by Advertiser in writing. Media Company may not use any screenshots of pages nor copyrighted material or content from Advertiser’s Games or other properties without Advertiser’s prior written consent. Media Company may not register or use a domain name, or use URLs, which contain any of Advertiser’s trademarks.

(iii) Other Restrictions. Media Company shall not run Ads on or with web pages or applications targeted at children under eighteen years old (or such higher age as is set forth under applicable data protection laws). Media Company shall not place Ads or links to any Games in unsolicited email and other types of unsolicited communication. Practices such as invisible methods to generate a download or a click through to Advertiser’s Games are strictly forbidden. All clicks must be initiated by affirmative end-user actions. Ads must not be displayed through downloadable applications that cause advertisements to pop up outside of the use of the application (such as adware) or that collects information about users and their behavior on the internet (such as spyware). Media Company shall not display Ads using any device, program, robot, iframes, or hidden frames. Ads must not be used (or cause any Advertiser properties to be used) in the distribution of any machine-readable code including without limitation any virus, malware, ransomware, keylogger, logic bomb, Trojan horse, worm or other self-executing or malicious program or software routine, or any content which is defamatory, obscene, pornographic, misleading, deceptive, fraudulent or otherwise inappropriate. Media Company shall not violate the terms of service, terms of use, or privacy policy of any third-party property on which the Ads are displayed or the Games are accessed.

(iv) Prohibited Content. No Ads may be displayed on sites or otherwise in conjunction with any of the following prohibited items (which includes, without limitation, the activity itself or promotion thereof): (a) illegal activity; (b) offensive, degrading, profane, vulgar, obscene or inappropriate content; (c) defamatory, libelous, or slanderous content; (d) tobacco products; (e) ammunition, firearms, paintball guns, bb guns, explosives or weapons of any kind; (f) scams, pyramid schemes, get rich quick schemes, or chain letters; (g) contests and sweepstakes unless specifically permitted by Advertiser in writing; (h) pornographic or sexually explicit or suggestive content, including nudity, prostitution, escort services, images of people in positions or activities that are excessively suggestive or sexual, sex toys or other foreplay products, and dating sites or friend finder sites that have a sexual emphasis; (i) illegal drugs, prescription drugs or other pharmaceutical, dietary, or nutritional products or supplements; (j) spy cams or illegal surveillance equipment; (k) quizzes or surveys; (l) mobile phone offers that collect a user’s number and charge a user’s phone bill; (m) web-based non-accredited colleges that offer degrees; (n) religious or political content; (o) any known associations with criminal, extremist, and/or terrorist activities or groups; (p) hate speech or hate material, including any content which discriminates upon the basis of race, sex, creed, national origin, religious affiliation, disability, age, marital status, family status, veteran status, sexual orientation, or gender identity; (q) content that advocates against any organization, person, or group of people; (r) content that depicts a health condition in a derogatory or inflammatory way or misrepresents a health condition in any way; and (s) anything that infringes on personal rights, intellectual property rights, or publicity rights, or that is contrary to public policy or otherwise inappropriate or unlawful.

8. Settings. Advertiser agrees that it will not change the attribution window, attribution methodology or MMP filter settings, agreed in writing (email sufficient) among the parties for the campaign, without prior written notification to Media Company. Except as otherwise provided herein, Advertiser further agrees to pay Media Company for all valid and non-disputed Impressions, Installs, and/or Engagements (as applicable) occurring during the attribution window that are attributable to Ads served during the campaign by or on behalf of Media Company.

9. Placement and Traffic Sources. Media Company shall not use traffic sources identified by Advertiser as excluded traffic without Advertiser’s prior written approval. Advertiser will not be responsible for social media platform advertising costs incurred by Media Company using social media ad accounts not owned and operated by Advertiser.

10. Reporting. If Media Company has a partner reporting dashboard where Advertiser can access campaign performance statistics (“Campaign Dashboard”), Media Company shall provide Advertiser with access to such Campaign Dashboard, together with all necessary logins and access instructions, as soon as reasonably practicable following the Effective Date. Media Company shall provide Advertiser with daily campaign performance reporting, through its Campaign Dashboard (if any) and/or by sending Advertiser a daily email providing such daily campaign performance reporting. Such daily campaign performance reporting shall include, but not be limited to, creative execution, content area (Ad placement), daily ad spend and the aggregate number of Impressions, clicks, Installs, and (if applicable for the campaign) Actions, CPE Conversions and MR CPE Conversions. The aggregate number of Impressions, clicks, leads, Installs, Actions, CPE Conversions, MR CPE Conversions, conversions and revenue count shall be based on the MMP’s statistics. Media Company agrees to provide full reporting upon Advertiser’s request in the event that any discrepancies with the MMP’s statistics occur. Media Company will send to Advertiser, at the end of each month, a monthly creative report split by operating system and country with the following KPIs for each campaign: aggregate Impressions, clicks, and Installs; Conversion Rate or “CVR” (Installs / clicks); Click-Through Rate or “CTR” (clicks / Impressions); Install Rate or “IR” (Installs / Impressions); average CPI, CPC and CPM, and investment. In addition to the foregoing, for each CPA, CPE and MR CPE campaign, Media Company shall ensure that each such monthly creative report shall also include the following statistics (split by operating system and country): average CPA, CPE and/or MR CPE; and aggregate Actions, CPE Conversions and/or MR CPE Conversions.

11. Fraudulent Measurements.Advertiser will not pay for any Fraudulent Measurements. If Advertiser identifies any Installs, clicks, Impressions, Actions, Engagements, or other actions as Fraudulent Measurements, it shall provide Media Company with evidence to show why such actions are Fraudulent Measurements. Upon Media Company’s review of such evidence, Media Company shall, at Advertiser’s direction, either promptly refund all amounts paid by Advertiser with respect to such Fraudulent Measurements or offset such amounts pro rata against any future invoices submitted to Advertiser.

12. Managed Services. Media Company shall provide the following managed services: (i) Media Company shall place Ads on the applicable Traffic Sources in order to maximize results based on Advertiser metrics, including via any Media Company advertising services technology; (ii) Media Company shall provide Advertiser’s user acquisition team with telephone and email access to a dedicated client services team to manage the execution of Deliverables; and (iii) Media Company shall provide Advertiser with access to Media Company’s online advertising services client solution (if any).

13. Invoicing and Payment. Media Company shall invoice Advertiser upon the completion or termination of the Insertion Order or the first month’s delivery of Ads, whichever is earlier. Media Company shall ensure that its invoices distinguish the fees incurred in relation to campaigns for each of the Games. Invoices must be submitted by Media Company to Advertiser at the Billing Contact as shown on the first page of the Insertion Order. Invoices submitted after 180 days after the End Date of a campaign will not be paid. Payment shall be made by Advertiser, within 45 days of receipt of the invoice from Media Company, for all undisputed invoices. If Media Company is authorized by Advertiser to manage its existing advertising accounts on a Network Property in order to effect the Deliverables, then Advertiser will be responsible for contracting with such Network and paying the Network directly for costs of purchased media. If Media Company acquires inventory in order to effect the Deliverables, then Media Company will be responsible for contracting with such Network and paying the Network directly for costs of purchased media. Bank fees cannot be included in the billing invoices and Advertiser shall not be responsible for any bank or other national or international wire transfer fee. Each party shall be responsible for its own income or other taxes due or payable to any applicable taxing authority in connection with the transactions contemplated by the Insertion Order. If Advertiser is required to withhold any tax from amounts to be paid in relation to the Insertion Order, such tax will be deducted from the amount otherwise due, and shall be paid to the relevant tax authority. Advertiser will provide Media Company with official receipts for all tax payments made on Media Company behalf pursuant to the Insertion Order. Media Company will not invoice Advertiser for acquisitions, clicks, leads, impressions, payment, installs and/or any other in game event created in bad faith or as a result of Fraudulent Measurements. Media Company will only invoice Advertiser for CPI Deliverables when they result in Advertiser confirming a new user installation of the game that is the subject of the Ad within the agreed-upon attribution terms.

14. Specific Amendments to the IAB Terms. The parties agree to specifically certain IAB Terms per this Section 14:

(i) IO Details (IAB Terms Section I.a.). Section I.a. of the IAB Terms titled IO Details is deleted in its entirety and replaced with the following:

IO Details. From time to time, Media Company and Agency or Advertiser may execute IOs that will be accepted as set forth in Section I(b). As applicable, each IO will specify: (i) the type(s) and amount(s) of Deliverables; (ii) the price(s) for such Deliverables; (iii) the maximum amount of money to be spent pursuant to the IO, including any management or creative fees; (iv) the start and end dates of the campaign; (v) the territory in which the Deliverables will be displayed; (vi) reporting requirements; and (vii) any special Ad delivery scheduling and/or Ad placement requirements, if applicable.”

(ii) Indemnification By Media Company (IAB Terms Section X.a.). Section X.a. of the IAB Terms titled “By Media Company” is amended by deleting the word “or” that immediately precedes “(iii)” and by appending the following to the end of the section:

“or (iv) if Media Company places Ads on Network Properties, the acts or omissions of those who own, operate, or control the Network Properties, to the extent that such acts or omissions would, if attributed to Media Company, give rise to an obligation to indemnify under this section. In addition to the indemnities in this Section X.a., if an Insertion Order involves the exchange of Personal Data, Media Company shall defend, indemnify, save and hold harmless Advertiser and officers, directors, agents, affiliates, parent, employees and licensees of Advertiser from Losses resulting from or relating to (a) any breach by Media Company of its obligations under Data Protection Laws or any DPA, (b) Media Company (or any person acting on its behalf) acting outside or contrary to the instructions of Advertiser in respect of the processing of Personal Data, or (c) any security incidents relating to the processing of Personal Data that arises from Media Company’s failure to comply with its privacy and data protection obligations under these Advertiser Terms and Conditions, any applicable IO, any DPA, or Data Protection Laws.”

(iii) Limitation of Liability (IAB Terms Section XI). Section X.I. of the IAB Terms titled “Limitation of Liability” is hereby deleted and replaced with the following terms:

“Excluding (i) Advertiser’s and Media Company’s respective obligations under Section X, (ii) damages that result from a breach of Section XII, (iii) any gross negligence, fraud or wilful misconduct by Advertiser or Media Company, or (iv) any breach of either party’s intellectual property rights, in no event will any party be liable for any consequential, indirect, incidental, punitive, special, or exemplary damages whatsoever, including, but not limited to, damages for loss of profits, business interruption, loss of information, and the like, incurred by another party arising out of an IO, even if such party has been advised of the possibility of such damages. To the extent permitted by law, Advertiser and Media Company acknowledge and agree that the total liability of Advertiser hereunder shall not exceed the aggregate amounts paid by Advertiser or its affiliate under the applicable IOs signed subject to these Advertiser Terms and Conditions under which such Losses arose within the three months immediately preceding the claim and this shall be Media Company’s exclusive remedy.

(iv) Non-Disclosure, Data Usage and Ownership, Privacy and Laws (IAB Terms Section XII). A new Section XII.i. of the IAB Terms shall be added:

Relief. The parties hereby acknowledge and agree that: (a) Discloser would be irreparably injured in the event of a breach by Recipient of any of its obligations under this section; (b) monetary damages would not be an adequate remedy for any such breach; and (c) Discloser shall be entitled to seek injunctive relief, in addition to any other remedy which it may have, in the event of any such breach, provided that in no event shall Media Company be entitled to restrain the publication of any of Advertiser’s mobile gaming properties.”

15. Amendments and Notifications. Notifications to start, modify, pause, or cancel Advertiser campaigns and/or provide other notices or directions (e.g., MMP and/or cost collection partner) hereunder must be sent by authorized agents of Advertiser’s user acquisition team by email. Advertiser may modify the Insertion Order, including the type(s) of Deliverables and changes to campaign dates, via written instruction (email sufficient) from an authorized member of Advertiser’s user acquisition team. No changes to the Agreement are valid or have any effect unless agreed by Advertiser in writing or made in accordance with this Section 15. Advertiser reserves the right to vary these Advertiser Terms and Conditions from time to time. By continuing to perform Media Company’s obligations under the Agreement following such changes, Media Company agrees to be bound by any such updated Advertiser Terms and Conditions.

16. Assignment. The Agreement may only be assigned, and any obligation pursuant to the Agreement may only be waived, by a written instrument which is executed by both parties.

17. Governing Law. The Agreement shall be governed by the laws of the State of New York applicable to contracts made and to be wholly performed therein. The parties hereto irrevocably submit to the exclusive jurisdiction of the federal and state courts located in New York in connection with any action brought hereunder and waive any objection tovenue.

18. Supplier Code of Conduct. Throughout the Term, Media Company agrees to comply with the Take-Two Interactive Software, Inc. Supplier Code of Conduct available at (as updated from time to time).