Standard Order Terms and Conditions

I. General Terms

These Standard Order Terms and Conditions (the “Terms”) govern any order and authorization to buy document (“Order”) pursuant to which an advertiser and/or agency (if applicable) (respectively, “Advertiser” and “Agency”) agrees to purchase media and/or advertising services (“Services”) from CSC Holdings, Inc. or one of its affiliates, including without limitation, Juice Media, Inc. and Optimum Media, LLC (“Optimum“). These Terms, and along with the Order comprise the sole agreement between Advertiser and Agency on one hand and Optimum on the other hand regarding the subject of the Order (the “Agreement“). References in these Terms to “Client” are used for convenience only and expressly include the Advertiser and any applicable Agency on a joint and several basis. Advertiser, Agency, Client, and Optimum are sometimes referred to herein individually as a “Party” and collectively as the “Parties.” “Ad” means any advertising content provided by or on behalf of a Client, and Optimum’s “ad serving partners” include Networks (defined in Section III) and Optimum’s vendors and agents.

Payment against the Order, signing of the Order, and/or acceptance of Services thereunder is an acceptance of these Terms (including, without limitation, the rates set forth in the Order) by the Client and is a legally binding agreement that shall continue in force until terminated in accordance herewith. Each Order is a stand-alone contract and does not replace, supersede, or modify any prior or other Order (in whole or in part) unless the intent to do so is expressly stated in the Order.

1. AGENCY REPRESENTATION. If this Agreement is being executed by Agency on behalf of Advertiser, Agency represents and warrants it is authorized to execute the Agreement and provide the Ads as contemplated hereunder. Advertiser and Agency are jointly and severally liable for all obligations and liabilities owed to Optimum (and any applicable ad serving partner), and each waives notice of any default of the other. Agency’s failure to receive adequate funds from Advertiser does not relieve Agency’s obligation to timely pay amounts due to Optimum hereunder. Similarly, Advertiser’s payment to Agency does not constitute or otherwise excuse Advertiser’s full and timely payment of amounts due to Optimum hereunder. If Optimum reasonably determines Advertiser’s credit is, or is likely to become, impaired, Optimum may, at its discretion, in addition to other available remedies, require Agency to execute a separate Letter of Liability expressly assuming the responsibility (financial and otherwise) for all Ads it places on behalf of Advertiser. For avoidance of doubt, absence of an executed Letter of Liability does not absolve the Agency from its responsibility hereunder.

2. CANCELLATION AND PAUSING OF CAMPAIGNS. Except as set forth in an Order, the amount of any minimum media spend, media purchase commitment or non-cancellable media buy identified in an Order shall be payable notwithstanding any cancellation or pausing of the campaign. Except as set forth in an Order, Optimum agrees to process any cancellation or pause requests as promptly as reasonably feasible, subject to the notice requirements imposed by Optimum’s applicable ad serving partners. For clarity, notwithstanding anything to the contrary, in the event of any conflict between the cancellation or pausing terms set forth in an Order and those set forth herein, the terms set forth in the Order shall prevail. Optimum may terminate this Agreement or reject, cancel, or suspend any Ad at any time, for any reason. Upon such termination or cancellation, all outstanding amounts owed to Optimum hereunder and not yet paid shall become due and payable in accordance with the applicable Order.

3. BILLING AND PAYMENT. Payments due by Client under any Order shall be due and payable in advance prior to campaign launch, unless expressly stated otherwise in the Order. Client shall be subject to a credit check prior to execution of any Order and from time to time during the term thereof. Optimum reserves the right to determine the amount of credit that it extends to Client at any time. If Optimum has approved Client for credit, Client shall pay each invoice within thirty (30) days of receipt, without deduction, set-off or counterclaim. For clarity, failure of receiving an invoice does not absolve Client’s duty to timely pay outstanding invoices. Notwithstanding anything to the contrary, and in addition to any rights now or hereafter granted and not by way of limitation of any such rights, Optimum is hereby authorized by Client to, and Optimum shall have the right, but not obligation, at any time and from time to time, without notice to Client, any notice hereby expressly waived, to set-off and to appropriate and apply any and all outstanding amounts, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time, that Client owes Optimum against any amounts due Client by Optimum.

Rates do not include any sales and/or use tax, which are the sole responsibility of the Advertiser and/or Agency, as applicable, if imposed on, shall be billed back to Client as an incremental charge. The rates hereunder are not subject to any reduction for early payment, commissions or any other similar charges to any agent unless expressly provided for in the applicable Order, and if so provided, such adjustments shall serve to reduce amounts invoiced by Optimum thereunder only if payment of such invoices are made when due.

All past due balances are subject to an interest charge at a rate of two percent (2%) percent per month (or the maximum allowed by law, whichever is lower). Should Client be late in payment, then, following not less than ten (10) days’ notice to Client, Optimum shall have the right to pause and/or cancel the balance of Services hereunder and services under any other agreement between Optimum and Client. In such event, such services shall be deemed fully completed and Client shall be responsible for and shall immediately pay the balance of any amounts under the applicable insertion orders, whether or not fully delivered.

If Optimum fails to receive full and timely payment, or if Client’s credit is, in Optimum’s reasonable opinion, impaired, Optimum, in its sole discretion, may cancel this Agreement, any active Order, or the provision of specific services hereunder. Client will be responsible for all reasonable expenses (including reasonable attorney’s fees) incurred by Optimum in collecting any overdue payment. Upon request, Optimum may include verification of performance with invoices issued hereunder, but the furnishing and accuracy of such verifications shall not be a condition precedent to Client’s obligation to timely pay any invoice, and Optimum makes no representations or warranties with respect to such verifications.

An Order may be optimized or adjusted at any time at Optimum’s discretion to best deliver Total Impressions during the flight, including shifting products within a Digital Ad Bundle. A “Digital Ad Bundle” is where one or more digital ad products are combined and offered by Optimum at a blended CPM rate.

Client acknowledges and agrees that Optimum may need to increase the CPM rates and/or shift between OTT and OLV in order to meet any must-spend/deliver-in-full requirements.

4. ADS AND AD MATERIALS. As between Optimum and Client, Client will remain solely responsible for all Ads and Advertiser Materials supplied or approved by it or that comply with its specifications or directions. All Ads and Advertiser Materials (defined below) will be subject to acceptance by Optimum, and Optimum reserves the right to accept or reject any Ad or Advertiser Material in its sole discretion, and any such acceptance shall not impact Advertiser’s warranties hereunder or serve as a waiver of Optimum’s right to subsequently reject such Ad or Advertiser Material.

Client hereby grants to Optimum and each of its ad serving partners a worldwide, non-exclusive, limited, sublicensable right to (a) distribute, reproduce, copy, reformat, digitize, cut, adapt, compress, transcode, display, store, perform and technologically manipulate any Ad, in each case as reasonably necessary to distribute the Ad consistent with this Agreement, to meet Optimum’s technical requirements , and/or to comply with any applicable laws, rules, regulations, court orders or industry self-regulatory guidelines (“Laws”); and (b) use (and permit others to use) any other materials, data or lists provided by or on behalf of Client (“Advertiser Materials“) as reasonably necessary for Optimum (and any applicable ad serving partner) to perform any services requested by Client. If Client disagrees with Optimum’s use of the aforementioned right, Client's only recourse is to request cancellation in accordance with this Agreement. Optimum and its applicable ad servicing partners may use Client’s trademarks, service marks and logos and the Ads to promote their respective products and services.

Client represents, warrants, and covenants that (a) it has all necessary rights to exhibit the Ads and to provide the Ads and Advertiser Materials to Optimum (and its applicable ad serving partners) for the purpose of providing advertising services requested by Client; (b) all Ads will comply with Optimum’s advertising guidelines (available here: https://www.optimum.media/advertising-guidelines) and specifications, including applicable ad content restrictions and formatting requirements, and with any guidelines, rules and requirements imposed by its applicable ad serving partners; (c) the Ads and Advertiser Material, and the use thereof by Optimum and its ad serving partners to provide such requested services, comply with all applicable Laws and do not violate the rights of any third party, including, without limitation, any copyright, patent, trademark, trade secret or other intellectual property, privacy, or proprietary right and will be free from any deception, including, without limitation, the use of artificial intelligence ("AI") in a manner that could mislead or deceive the target audience; (d) any AI-generated content must be clearly and prominently disclosed, specifying which elements are AI-generated and which are real or human-created; (e) any Ads making claims must include verifiable substantiation, and the Client shall, upon Optimum’s request, promptly provide such substantiation, which may be shared with any complaining party; (f) all data submitted to Optimum (and any applicable ad serving partner) has been collected, maintained, compiled and provided in accordance with all applicable Laws and privacy policies that clearly disclose (i) the data collected, (ii) that such data may be used by Client and shared with third parties such as Optimum, including for advertising purposes, and (iii) how users can effect opt-out choices; (g) in no event will any data shared with Optimum include any sensitive data, which if lost, compromised, or disclosed without authorization could result in substantial harm or unfairness to an individual (such as sexual orientation, non-conforming gender identify (such as transgender status), religion, health information or conditions, or any data regarding a person under the age of eighteen (18)); (j) unless otherwise agreed to by Optimum in a separate written agreement, no data shared with Optimum is deemed regulated data (e.g., data subject to HIPAA or Gramm-Leach-Bliley regulations); and (i) any data shared with Optimum includes solely mutually agreed data for U.S. households, and to the extent the provision of such data constitutes a Sale of Consumer Personal Information under the California Consumer Privacy Act of 2018, as amended (“CCPA”), each such Consumer has received explicit notice of such Sale and the opportunity to exercise the right to opt-out in accordance with the CCPA. The Parties may not “reverse engineer” or re-identify any persons, households or device from any de-identified data. Client shall not attempt to “reverse engineer” or otherwise attempt to determine from any information received hereunder any proprietary information about Optimum, its agent(s) or it or their respective platforms or algorithms. Any breach of the foregoing will result in the Client being fully responsible for indemnifying, defending, and holding Optimum and its affiliates, and their respective officers, directors, employees, and agents harmless against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising from or related to such breach.

5. POLITICAL ADVERTISING. Client acknowledges that political Ads (including Ads for or against a candidate for public office or a ballot measure) may be subject to disclosure Laws and/or public posting requirements and that as a political advertiser, it may be subject to filing and other requirements. In connection with any political advertising campaigns, Client represents, warrants and certifies that it (a) will comply with all Laws and other requirements applicable to its political Ads; (b) will make all required filings, including filing registration statements where required by Law; (c) are, and will remain for the duration of each applicable campaign, permitted under applicable Laws to purchase political Ads; and (d) will promptly provide any information requested by Optimum, and otherwise reasonably cooperate with Optimum, to enable Optimum and its ad-serving partners to meet their respective obligations under applicable Laws. The Parties acknowledge and agree that notwithstanding anything to the contrary, Optimum’s ad serving partners may disclose the Client’s Confidential Information to the extent reasonably required by such ad serving partners to comply with applicable political disclosure laws.

6. DATA RIGHTS. If Client receives data directly or indirectly from Optimum (including through a Platform (defined in Section I (10) below) or Tags (defined in Section I (7) below)) and/or one of its ad serving partners in connection with an Ad campaign hereunder (including without limitation campaign performance, measurement or conversion data, Viewing Data (defined in Section III (2)), data regarding user activity on a Domain and/or other similar data (collectively, “Campaign Data”), Advertiser may use such Campaign Data and/or any reports or other deliverables containing such Campaign Data (“Reports”) solely for its internal use in compliance with this Agreement and applicable Laws. Campaign Data and Reports provided to an Advertiser, including through a Platform, shall be solely on an aggregated and anonymized basis. For purposes of this Agreement, “aggregated and anonymized” means that data is in a form such that no individual, household or device is identified or identifiable (using that data alone or in combination with any other data).

Advertiser shall not without the prior written consent of Optimum (a) place any Tags on any Ads, (b) combine any Campaign Data with any other data or information; or (b) sell, share or otherwise disclose any such Campaign Data or Reports to any third parties (including its affiliates), and shall not (i) attempt to re-identify any person, household or device from any anonymized data or (ii) modify or remove any proprietary or copyright legend from any Reports. For the sake of clarity, as between Optimum and Advertiser, all Campaign Data and Reports shall be Optimum’s Confidential Information (as defined below) and Optimum retains all ownership and IP rights in and to such data and Reports, and all derivatives thereof. For avoidance of doubt, Optimum may use Reports and aggregated or anonymized Campaign Data for any business purpose, including to report statistics about its Platform and Services, provide performance benchmarks to other Optimum clients, better understand the needs and behaviors of other Media clients, improve its products and services and conduct business intelligence and marketing.

7. CAMPAIGN DATA COLLECTION. If requested by Client in writing (email sufficient), Optimum may place ad tags and/or pixels (“Tags”) on Advertiser’s Ads and/or Advertiser’s applicable internet domains (each, a “Domain”) to collect Campaign Data so long as prior written . Client represents and warrants that (a) each Domain has a privacy and policy that clearly discloses that third parties may use Tags to collect Campaign Data and use that data, including for its own internal purposes; and (b) such disclosures comply with all applicable Laws. Client agrees to indemnify, hold harmless and defend Optimum, its affiliates and its and their Representatives, from any third party claims and related losses, costs and expenses, arising out of any actual or claimed breach of its representations under this Section.

8. DATA EVALUATION; DATA PROCESSING. From time to time, Optimum may accept Client’s proprietary data sets for evaluation and/or to provide data processing services (including without limitation data matching, data modeling, audience creation and pre- and/or post-campaign data analytics services) as mutually agreed in writing (email sufficient) (“Permitted Use”). In such event, Client shall provide such data in a mutually agreed record size and layout via a secure method of delivery. In no event shall such data be emailed to Optimum or otherwise delivered in an unsecure manner. Optimum may impose restrictions on fields that may be uploaded and minimum requirements for unique records in uploaded files and match files to comply with its data privacy requirements and those imposed by its ad serving partners. Optimum may use third party service agents to perform the Permitted Services but shall remain responsible for their actions or omissions in their performance of such services. For the sake of clarity, the Parties acknowledge and agree that in no event will Optimum deliver to Advertiser any campaign exhaust, log-level data, or targeting audience created as a result of any evaluation, data processing or other services hereunder.

To the extent that a Permitted Use constitutes Processing under the CCPA, the Parties acknowledge and agree that Optimum is designated a Service Provider under the CCPA. With respect to any data provided to Optimum that is deemed Consumer Personal Information provided for a Business Purpose under the CCPA, Optimum agrees to: (a) not Sell, retain, use, or disclose such Consumer Personal Information for any purpose other than the Business Purpose specified herein or in any Order or otherwise permitted by the CCPA; (b) comply with the CCPA in connection with the Processing of such Consumer Personal Information; and (c) promptly cooperate in responding to and fulfilling any access, opt-out or deletion requests received from Consumers to exercise rights under the CCPA.

9. HIPAA COMPLIANCE. All capitalized terms used in this paragraph but not otherwise defined shall have the meanings ascribed to them under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”). If any data shared with Optimum includes Protected Health Information (PHI), Client represents and warrants that Advertiser is a Covered Entity permitted to use or disclose such PHI with Optimum as a Business Associate and Advertiser will not request Optimum to use or disclose PHI in any manner that would not be permissible under HIPAA if done by Advertiser as the Covered Entity. Client agrees to notify Optimum of (a) any limitations in its Notice of Privacy Practices, to the extent that such limitation may impact Optimum’s use or disclosure of PHI; (b) any changes in, or revocation of, the permission by an individual to use or disclose his or her PHI, to the extent that such changes may affect Optimum’s use or disclosure of PHI; and (c) any restriction on the use or disclosure of PHI that the Covered Entity has agreed to or is required to abide by under 45 C.F.R. §164.522, to the extent that such restriction affects our use or disclosure of PHI.

9. PLATFORM TERMS OF USE. Optimum may grant Client a limited, non-exclusive, non-transferable, non-sublicensable right and license to access and use a platform owned by Optimum (e.g., “Alice by Optimum” and “Juice Media Platform (JMP)”), including any service provided thereon (each, a “Platform”) in connection with this Agreement. Optimum and its licensors own all rights in the Platforms, all information therein, all modifications, enhancements and derivatives thereof, and all related intellectual property rights and all such rights are reserved (subject only to the limited right to use the Platforms as set forth herein), and no action will be taken that is inconsistent with those rights. Use of a Platform may be subject to additional terms and conditions and may require proper instrumentation by Advertiser (if so required, Client will require Advertiser to provide Optimum with access to its Google Analytics and/or Mobile Measurement Partner account and/or insert a Tag on its website). Client represents and warrants that Advertiser will use each Platform in accordance with applicable Laws and all applicable terms and conditions.

Client represents, warrants, and covenants that Advertiser will not: (a) attempt to access a Platform by any means other than through the interface provided by Optimum; (b) reverse engineer or attempt to obtain any source code to any Platform; (c) provide any third party with access to any Platform or use a Platform for the benefit of any third party; (d) use any device or software that damages, interferes with or disrupts a Platform; (e) extract, or attempt to extract, any material on the Platform, including Campaign Data, except as expressly permitted by Optimum; (f) match, or attempt to match, Campaign Data with personally identifiable information or (g) use a Platform or any service thereon in a manner inconsistent with applicable Law.

The Parties acknowledge and agree that (a) any suggestions, enhancement requests, recommendations or other feedback provided to Optimum related to a Platform are owned by Optimum without any obligation of attribution or compensation; (b) a Platform may be temporarily unavailable from time to time for maintenance or other reasons; (c) Optimum does not warrant availability of any Platform or that a Platform will be uninterrupted or error-free; (d) Optimum reserves the right to modify or discontinue a Platform at any time; and (e) each Platform is provided “AS IS” as a tool for convenience only, without warranties or any kind, whether express, implied or statutory or otherwise and Optimum expressly disclaims all implied warranties.

11. CONFIDENTIALITY. Each Party agrees that any non-public information disclosed by the other Party in connection with this Agreement shall be held in confidence and used solely for purposes of its performance hereunder. Neither Party shall disclose the other Party's confidential information to any third party except to the extent legally required; provided the receiving Party may disclose such information to its affiliates, representatives and agents who have a need to know such information in connection with its performance hereunder and will be liable for any breach by such persons or entities of any confidentiality obligations or restrictions on use hereunder.

12. INDEMNIFICATION; LIMITATION OF LIABILITY; WARRANTY DISCLAIMERS.

(a) Client shall, to the fullest extent permitted by Law, indemnify, defend (through counsel reasonably acceptable to Optimum) and hold harmless Optimum, its ad serving partners, their respective affiliates, and each of their respective directors, officers, employees, agents and representatives from and against any and all claims, actions, liabilities, losses, damages, costs and expenses (including reasonable attorney’s fees ) in any way arising out of or relating to: (i) the Ads and/or Advertiser Materials, including but not limited to any claim that an Ad or Advertiser Material infringes, misappropriates, or violates any third party’s intellectual property, privacy or other rights, or fails to comply with applicable Laws, or (ii) any breach by Client of any of its representations, warranties or covenants hereunder. Client may not settle any such claim without Optimum’s prior written consent, not to be unreasonably withheld.

(b) Notwithstanding anything in this Agreement to the contrary, the sole remedies available to Client for any claims arising out of Optimum’s performance hereunder shall be (i) substitute distribution of the Ad or (ii) a refund of amounts paid by Client for the unfulfilled portion of this Agreement, in the sole discretion of Optimum.

(c) IN NO EVENT SHALL ANY PARTY HEREUNDER BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, OR OTHER INDIRECT DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION OR GOOD WILL) ARISING OUT OF THIS AGREEMENT OR BE SUBJECT TO EQUITABLE REMEDIES OR INJUNCTIVE RELIEF. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, NOTHING SHALL RESTRICT (OR OTHERWISE LIMIT) A PARTY’S LIABILITY FOR WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OR FOR LIABILITIES ARISING UNDER ADVERTISER’S INDEMNITY.

(d) THE SERVICES, REPORTS, SYSTEMS AND ADVERTISING CHANNELS PROVIDED HEREUNDER ARE PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. MEDIA COMPANY EXPRESSLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, UNINTERRUPTED OR ERROR-FREE OPERATION, AND THOSE ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. MEDIA COMPANY MAKES NO REPRESENTATION OR WARRANTY CONCERNING THE RESULTS OF ANY AD CAMPAIGN COVERED BY THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, THE NUMBER OF TIMES THE ADWILL BE DISPLAYED OR VIEWED, THE NUMBERS OR QUALITY OF IMPRESSIONS, CLICKS, SUBMISSIONS OR OTHER ACTIONS THAT WILL BE GENERATED, OR THE AVAILABILITY OF ANY INVENTORY FOR THE DISPLAY OF THE AD). MEDIA COMPANY’S LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID UNDER THE ORDER GIVING RISE TO THE CLAIM.

(e) Optimum will exercise commercially reasonable precautions in handling Ads and Advertiser Materials, but shall not be liable for any loss or damage thereto.

13. FORCE MAJEURE. Notwithstanding anything herein to the contrary, no Party will incur liability to any other for any failure or delay in fulfilling its obligations under this Agreement (other than the making of required payments) to the extent due to causes beyond its reasonable control, including but not limited to, labor disputes, strikes, lockouts or other labor or industrial disturbances; utility or communication failures; internet service provider failure, delay or denial of service attack; acts of God, earthquakes, floods, fires, explosions; acts of terrorism, war, civil disturbances, riots, insurrections, embargoes, blockages, public health emergencies; or actions, restrictions, regulations or orders of any government, agency or subdivision thereof.

14. TRADEMARKS. “Optimum,” “Optimum Media,” “TWO NIL,” “Juice Media,” “Alice by Optimum,” “Athena,” “AdMessenger,” “Juice Media Platform (JMP)”, and other graphics, logos, designs, and service names are trademarks or trade dress of Optimum and/or its affiliates and may not be used without prior written permission.

14. MISCELLANEOUS. Optimum’s ad-serving partners are third-party beneficiaries of this Agreement, and Client shall not assert any claim, crossclaim or counterclaim against an ad-serving partner in the event it participates in an action brought by Optimum hereunder or in an action brought by an ad-serving partner against Client hereunder. In the event of any breach by Client of this Agreement, including a default in payments due hereunder, Client shall be liable for Optimum’s and any ad serving partner’s costs of collection, including but not limited to reasonable attorney’s fees, collection costs and disbursements. This Agreement shall be governed by the laws of the State of New York, without giving effect to its principles of conflict of laws. This Agreement may not be assigned or transferred in whole or in part by Client without the prior written consent of Optimum. This Agreement contains the entire agreement of the Parties and may not be amended and no provision hereof may be waived, except in a writing signed by the Parties that expressly indicates such intent, and no additional or conflicting terms in any purchase order or other document submitted by Client in connection with any Order will have any effect. Each Party shall comply with all applicable Laws in connection with its performance hereunder. The provisions of this Agreement shall survive any termination hereof (or of any Order) as reasonably necessary to give effect thereto. Notwithstanding anything to the contrary set forth herein, these Terms may be revised at any time by posting any changes and/or updates directly on this page. Parties should visit this page periodically to review the current Terms.

II. Additional Terms for Digital Advertising

For clarity, the provisions of this Section II serve as additional terms intended to supplement the terms set forth in Section 1 hereof and do not limit or alter the applicability of the general terms of Section I. All terms in Section I apply to digital advertising buys and are incorporated herein by reference.

Except as otherwise set forth in these Terms, digital advertising buys are subject to the IAB/AAAA Standard Terms and Conditions for Interactive Advertising for Media Buys One Year or Less (v3.0) (see https://www.iab.com/guidelines/standard-terms-conditions-internet-advertising-media-buys-one-year-less/ (the “IAB Terms“). In the event of any conflict between these Terms and the IAB Terms, these Terms shall control. If Client is signing the Order as an Advertiser with no Agency representation, all references in the IAB Terms to “Agency” will be deemed to mean Advertiser. All references in the IAB Terms to “Media Company” will be deemed to mean Optimum.

If Advertiser requests Optimum to provide retargeting services, Advertiser is responsible for ensuring that any website on which the retargeting pixels are placed have all necessary privacy disclosures and opt-out mechanisms and that all needed consents have been obtained, as required by Law and industry best practices and as otherwise necessary to permit the development and use of the retargeting pool(s) as contemplated in the Order, and Client agrees to hold Optimum (and its ad serving partners) harmless with respect to any claims resulting from the failure to do so. Client acknowledges and agrees that any audience targeting pools developed on its behalf by Optimum may only be used in connection with Optimum’s advertising services and platform(s) and are not transferable to Advertiser. Optimum agrees that it will use any such audience targeting pools solely for the benefit of Advertiser and parties authorized by Advertiser.

III. Additional Terms for TV Advertising

For clarity, the provisions of this Section III serve as additional terms intended to supplement the terms set forth in Section I hereof and do not limit or alter the applicability of the general terms of Section I. All terms in Section I apply to TV advertising buys and are incorporated herein by reference.

For TV advertising, Optimum may be acting as agent for a Network. “Network(s)” means the various broadcasters, cable networks, multi-channel video programming distributors and other media platform operators that have authorized Optimum to sell Ads. For TV advertising, applicable “Laws” expressly includes, without limitation, the rules and regulations, decisions and actions of the Federal Communications Commission and applicable franchise laws.

1. TV AD CONTENT AND DISTRIBUTION.

(a) Ad Furnishing. Client shall provide broadcast-quality Ads and materials at its own expense, as reasonably requested by Optimum and/or the applicable Network(s). If an Ad does not comply with the foregoing requirements, Optimum shall attempt to notify Client and if Client fails to provide a satisfactory Ad in a timely manner as determined by Optimum, Optimum may bill Client for the reserved time.

(b) List of Networks. If an Order includes a list of Networks, Optimum will use commercially reasonable efforts to use as many listed Networks as possible, but the Parties acknowledge and agree that Optimum is not obligated to use any specific Networks or all listed Networks. Client may add or remove Networks with at least ten (10) business days’ written notice (email sufficient). Notwithstanding the foregoing, any campaigns already committed to Networks being removed will be completed, and the Client will be responsible for the associated fees.

(c) Availability. The Parties acknowledge and agree that predictability, forecasting, and conversions for proposed Network inventory availabilities may vary, and programming, program names and schedules are subject to change at any time. If inventory becomes unavailable for any reason, Optimum may substitute it with inventory of equal or greater rating based on available Nielsen and/or set-top box data, unless otherwise expressly stated in the Order or written notice (email sufficient) by Client prior to Order execution. Notwithstanding the foregoing, if Client has contracted for insertion of an Ad in a specific program or Network and such program is preempted or cancelled and never shown, or the Network is cancelled, terminated, or carriage is lost, such Ad will be shown on comparable replacement programming or Network to be mutually agreed upon by Optimum and Client. Ads scheduled in programs following those that run beyond their normally scheduled time (e.g., sports or special programing) or Ads scheduled in programs that are interrupted for any reason may be rescheduled by Optimum within the delayed or interrupted program without prior notice to Client and will be billed as if the program had concluded at is normal time or there had been no interruption.

(d) Content Overlays. The Parties acknowledge that other content may appear on the screen over the Ad, including, without limitation Emergency Alert System information that Optimum is obligated by Law to display. Optimum reserves the right to substitute any Ad with content which in Optimum’s sole discretion is deemed of greater local or national interest or importance, including without limitation sporting events. Optimum will notify Client within a reasonable time after such substitution.

(e) Traditional Linear Spots. Where the Order concerns traditional linear spot cable Ads, charges are based solely on insertion of Ads into the live-viewing, non-recorded broadcast feed. Parties acknowledge that Ads may not be inserted into subscriber-recorded (e.g., DVR) versions of broadcasts.

(f) Ad Viewership. Optimum does not guarantee that Ads will be viewed by all Network subscribers and is not liable for changes in the number or composition of Network subscribers.

(g) Failure to Distribute Ads. If Optimum fails to distribute any Ad, in whole or in part, due to public emergency, force majeure, or reasons other than Client’s failure to deliver the Ad on time or meet obligations hereunder, Optimum may, at its discretion, offer Client either (i) comparable commercial announcement time on a substitute basis or (ii) a reduction in charges proportionate to the undistributed Ad or undelivered impressions.

(h) Changes to Media Plan. Client acknowledges and agrees that once a media plan has been agreed upon in writing (email sufficient), Optimum will begin incurring related expenses. Any subsequent changes to the media plan may lead to adjustments in the Order (e.g., changes to the budget, CPM, available Networks, Optimum’s ability to deliver the campaign, etc.)

(h) Billing. Unless otherwise agreed upon in writing, Optimum will bill based on the actual number of spots delivered for spot buys, or impressions delivered for other types of buys.

2. VIEWING DATA

Optimum or Network may collect, retrieve, analyze or otherwise use data relating to one or more Ads, including performance, viewer, usage and other similar data (“Viewing Data”), and as between Optimum and Client, all such Viewing Data shall be Optimum’s confidential information. Except as expressly agreed otherwise by Optimum in writing, Optimum shall have no obligation to provide Client with any such Viewing Data.

3. RESTRICTION ON IDENTIFYING VIEWERS

Client may not in any communications to viewers or in any marketing materials or disclosure to any third party identify viewers, either individually or in the aggregate, as Network subscribers.

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