These HH Standard Ad Terms, together with the applicable Advertising Insertion Order executed by an advertiser (“Advertiser”), collectively makes up an agreement (this “Agreement” or this “IO”), between such Advertiser and Huddle Media LLC (also known as Healthcare Huddle, “HH”, “Media Company” or “Publisher”).

These HH Standard Ad Terms, and therefore, this Agreement, incorporate by reference  the IAB-AAAA Standard Ad Terms version 3 (the “IAB-AAAA Terms”),  which can be found here:  as modified by the additional terms and conditions herein. Capitalized terms used herein that are not defined have the meaning set forth in the IAB-AAA Terms. In the event of conflict between the IAB-AAAA Terms and the terms herein, the terms herein shall control. 

Agency Terms. If an advertising agency representing the Advertiser enters this Agreement on behalf of any Advertiser, then such Agency represents and warrants that it is authorized to enter into the Agreement on behalf of Advertiser and that the Agreement is fully binding on Advertiser. If an Advertiser enters into the IO directly, without a separate ad agency, then all of the obligations of “Agency” in the IAB-AAAA Terms will be deemed instead to be obligations of Advertiser, if and as applicable. 

Delivery. Publisher has the right to optimize campaigns for purposes of seeking better performance, even if optimization may result in uneven delivery of inventory. In the event that actual Deliverables for any campaign fall below (or are expected to fall below) guaranteed levels (if any), Publisher’s liability, if any, will be limited to Publisher, as it determines in its discretion, providing makegoods (which may include an extension of service until the guaranteed delivery volume has been achieved, or substitution with alternate promotions having similar overall value). Any credit provided to Advertiser that has not been used by the date that is 12 months after the date on which the credit is first earned will be forfeited. Publisher will not in any event have any liability with respect to any under-delivery that is due to late delivery by Advertiser or Agency of any Ad, creative, copy or other material or to any other failure or delay by Advertiser or Agency. Publisher has the right in its discretion to refuse to run or remove any Ad at any time. 

Sponsored Content and Native Ads. As used herein, “Native Advertising” shall mean any paid content or advertising that bears a similarity to news, feature articles, product reviews, entertainment, or other editorial or unpaid content or materials surrounding it. Each party represents, warrants and covenants that it will require all materials provided pursuant to this Agreement to distinguish between paid and editorial content and otherwise comply with the FTC rules and guidelines regarding Native Advertising (the “FTC Guidelines”) including without limitation, those described here 

Changes to IAB-AAAA Terms. Sections II.b. and V.a (except subsection iv) of the IAB-AAAA Terms will not apply with respect to this IO. Notwithstanding anything to the contrary contained in the IAB-AAAA Terms, Publisher may use commercially reasonable efforts to, but cannot guarantee, any requirements purporting to require Publisher to (i) comply with any Editorial Adjacency Guidelines; (ii) detect and prevent fraudulent traffic; (iii) place Ads on sites targeting a USA based audience (but it not responsible for filtering out any non-USA based traffic nor reducing impressions or payments as a result thereof); (iv) comply with any restrictions, requests or policies with respect to DMA or Geographic limits, Audience Guarantees, Viewability, Third Party Ad Server Policies, Programmatic, Real Time Bidding, Biddable Deliverables, and/or Tolerance Ranges, Ad Tags, and other similar restrictions, requests or policies (collectively, clauses (i) through (iv), “Offending Impressions”); and in the event of any alleged or suspected Offending Impressions, the sole remedy of the parties is to discuss and endeavor in good faith to find a mutually agreeable solution. Notwithstanding anything to the contrary, including in the IAB-AAAA Terms, in the event of any discrepancy between ad serving numbers or traffic reports, Publisher’s numbers shall govern unless otherwise mutually agreed; provided that the parties shall discuss and endeavor in good faith to find a mutually agreeable solution. Notwithstanding anything to the contrary contained in the IAB-AAAA Terms, Agency and Advertiser are jointly and severally responsible for the payment of all amounts due for advertising published by Publisher pursuant to this IO. For purposes of Section XIV.d. of the IAB-AAAA Terms, the Agreement will be governed by the laws of the State of New York, and any claims, legal proceedings, or litigation arising in connection with this IO will be brought solely in courts located in New York, New York, and the parties consent to the jurisdiction of such courts.

Billing. Unless otherwise expressly set forth in the IO, payment for any Ads, Campaigns, creation of Custom Materials, or for any other services, is due before such services are scheduled to begin. 

Termination. This IO may only be terminated or canceled by Advertiser as expressly set forth herein. Upon termination of this IO or the Agreement for any reason, Publisher will not be required to refund any payment to Agency or Advertiser, and all outstanding amounts owed to Publisher shall become immediately due and payable in full, regardless of any credit terms that may have been applicable to Agency or Advertiser. Unless otherwise mutually agreed in writing, Advertiser is responsible for all amounts to be due under the IO, even if terminated early, unless and to the extent properly terminated by Advertiser due to uncured material breach by Publisher after at least 60 days’ notice and opportunity to cure.

Advertiser Materials. Agency and Advertiser are responsible for any materials they provide, directly or indirectly, to be used in any Ad (“Advertiser Materials”), and represent and warrant that (a) Agency and Advertiser have the right to provide the Advertiser Materials to Publisher and to authorize Publisher to reproduce, display, distribute, exhibit and publish the Advertiser Materials, (b) the Advertiser Materials and Publisher’s reproduction, display, distribution, exhibition and publication of the Advertiser Materials will not infringe upon, violate or give rise to any adverse claim with respect to any intellectual property, proprietary or personal rights of any third party or violate any law, and (c) the Advertiser Materials are appropriate, non-offensive, factual, accurate and not misleading, not libelous, not harmful and does not reflect poorly on the reputation of Publisher or its brand(s).

Custom Materials (Publisher Provided Materials). If and to the extent the IO calls for creation of Custom Material to be created and provided by Publisher, then unless otherwise specified in the IO, (a) Advertiser will have the right to publish and exhibit the Custom Material via Advertiser’s owned and operated website and social media channels from the start date and through the end date for the campaign specified in the IO (unless the IO specifies more limited publication or exhibition rights, in which case the terms in the IO will govern) and (b) Publisher will own all Custom Material (without limitation of Advertiser’s ownership rights with respect to any material provided by Advertiser or Agency for inclusion in the Custom Material). When publishing or exhibiting Custom Material, if Publisher requests, Advertiser shall provide credit to Publisher in a form specified by Publisher. Advertiser shall comply with all applicable laws, regulations and industry or regulatory guidelines or guidance in connection with its use of Custom Material (including, without limitation, making all necessary disclosures). Unless otherwise specified in the IO, or the Agreement, Advertiser is responsible all costs and expenses in cresting the Custom Materials, and all amounts allocated to creation of Custom Materials and for costs and expenses or charges incurred by Publisher related thereto are non-refundable. 

Miscellaneous Legal Terms. Publisher indemnifies Advertiser from any against actual out of pocket costs to Advertiser as a direct result of any infringement of an unaffiliated third party’s intellectual property rights by Publisher, except if caused by Agency or Advertiser or a third party. Agency and Advertiser (each, an “Indemnitor”) will defend, indemnify and hold harmless Publisher and its affiliates and each of their respective officers, directors, agents, employees, subsidiaries, shareholders, partners and members (collectively, "Indemnitees") from any and all claims, demands, losses, liabilities, damages, costs and expense (including reasonable attorneys’ fees) which may be asserted against, imposed upon, or suffered by any of the Indemnitees, or which may be claimed by any person as a result of, arising out of or related to the breach or violation of Indemnitor’s representations, warranties or obligations in this Agreement. NOTWITHSTANDING ANY OTHER PROVISION CONTAINED IN THIS AGREEMENT, IN NO EVENT WILL PUBLISHER’S MAXIMUM AGGREGATE LIABILITY TO ADVERTISER WITH RESPECT TO ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, ITS TERMINATION OR EXPIRATION, OR ANY AD, WHETHER SUCH LIABILITY IS UPON CONTRACT, WARRANTY, TORT, FAILURE OF ESSENTIAL PURPOSE, TRADE USAGE OR OTHERWISE, EXCEED THE TOTAL AMOUNT PAID TO PUBLISHER BY ADVERTISER HEREUNDER PURSUANT TO THIS IO DURING THE SIX MONTH PERIOD ENDING ON THE DATE ON WHICH THE CLAIM ACCRUED. Advertiser consents and gives license to allow Publisher the right to use Advertiser’s name on its web site, social media sites and in marketing materials, in a listing of companies that are using or have used its services. Publisher owns all usage data regarding use of its websites and properties, including without limitation traffic measurement, user actions and clickpaths. Agency or Advertiser shall pay any applicable taxes or other charges which may be imposed on any advertising or other deliverable or service in addition to the rates set forth in this IO.

Entire Agreement. Any purchase order, insertion order or other terms issued or provided by the Advertiser or Agency with respect to the campaign that is the subject of this IO, not fully and mutually executed by the parties, will be of no force or effect and is not binding. Publisher will have no obligation to agree to any proposed revision of a previously agreed IO, including without limitation any change to, or substitution for, the Ad, any change to the positioning of the Ad or any change to the campaign run dates.