Exhibit D: Fyllo Insertion Order Template
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All Fyllo Managed Media Terms
All Semasio Platform Terms
All Semasio Managed Services Only Terms
If Company advances funds to Fyllo pursuant to the Insertion Order (“IO”), those funds shall be automatically applied to the IO as “paid”. Any amounts that Company authorizes shall be non-refundable. Either party may cancel this IO upon 48 hours prior written notice. Changes to rates, frequency cap, new ad units or other targeting requirements can be made and confirmed via email. For avoidance of doubt, Company may delete or add Insertion Order line items at any time. Insertion Order line items deleted prior to commencement of work will be deleted within such 48-hour period following notice and once cancelled, the remainder of the IO will, except to the extent non-cancellable line items are noted and agreed in the IO (e.g., bespoke research or minimum requirements), will be at no charge and the total price owing to Fyllo will be adjusted accordingly. Additional Insertion Order line items will be added at prices agreed to in writing by the parties.
Permitted Territories under this IO: United States
Please send payment via ACH Transfer (all payments to be made in U.S. Dollars):
Fyllo
Alpine Bank
Denver, CO
Routing: XXXXXXXXX
Account: XXXXXXXXX
All references in this IO to “Company” shall refer to the advertiser first set forth above and references to “Fyllo” shall refer to Casters Holdings, LLC. This IO is governed by the Fyllo Programmatic Services Terms and Conditions located at https://hellofyllo.com/legal/terms-and-conditions (the “Agreement”), as may be updated by Fyllo from time to time in its sole discretion, and are hereby incorporated by reference. Capitalized terms not defined in this IO shall have the meaning prescribed to them in the Agreement. “dCPM” means Deliverables sold by Fyllo to Company on a cost per thousand-impressions basis.
For cancellation by Company of any IO line item involving the creation of any custom content or development by Fyllo (“Custom Line Item”), for any reason other than material breach by Fyllo, the following cancellation fees shall apply: (i) for cancellation after delivery of first draft treatment (or, where no treatment is provided, delivery of first draft of concept) up until fourteen (14) calendar days prior to the flight date of the Custom Line Item: ten percent (10%) of payment for all line items relating to the Custom Line Item; (ii) for cancellation of any Custom Line Item occurring less than fourteen (14) calendar days prior to the flight date of the Custom Line Item up until delivery of final draft of Custom Material: fifty percent (50%) of payment for all line items relating to the Custom Line Item; and (iii) after delivery of final draft of custom content or material: one hundred percent (100%) of payment for all line items related to the Custom Line Item.
Reports shall be provided to Company either online at a URL to be provided by Fyllo, or by emails to a designated email address provided by Company. Company understands and agrees that final payment calculations shall be made no later than ten (10) business days from the beginning of each month following the month for which payment will be calculated and that these reports shall be the sole basis for Company payment.