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 Advertiser advances funds to Media Company pursuant to the Insertion Order, those funds shall be automatically applied to the Insertion Order as "paid."
Fyllo may cancel this Insertion Order upon 48hours prior written notice. Changes to rates, frequency cap, new ad units or other targeting requirements can be made and confirmed via email.
Please send payment via ACH Transfer:
Fyllo
XXXXXXX Bank
XXXXXXXXX
Routing: XXXXXXXXXXXXX
Account: XXXXXXXXXXXX
All references in this Insertion Order (“IO”)to “Advertiser” shall refer to either the advertiser and/or agency, as applicable, first set forth above and references to “Media Company” or “Fyllo” shall refer to Proteus Enterprises, LLC. Except as otherwise provided in this IO, if any provision in this IO is in conflict with, or inconsistent with, any provision in the Fyllo Terms of Service, which are hereby incorporated by reference and located at https://hellofyllo.com/terms-and-conditions, the provision contained in this IO shall governand control.
In the event Advertiser disputes the calculation of any compensation owed to Fyllo pursuant to this IO, it must provide written notice within thirty (30) days of when such payment is otherwise due and for a period of thirty (30) days thereafter, the parties shall work together to resolve the dispute. If no resolution has been reached, this IO may be terminated by either party hereto and each may pursue its respective rights under applicable law. In the event a notice of dispute is not timely received, Advertiser shall be deemed to have conclusively accepted the accuracy of Fyllo’s compensation calculation and waives any further rights to challenge or dispute such compensation calculation.
For cancellation 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.
Advertiser hereby acknowledges that Fyllo is Advertiser’s agent and is authorized to act on Advertiser’s behalf in connection with this IO and the IAB Terms. Advertiser represents and warrants that the “Ads” and “Advertising Materials” (each as defined by the IAB Terms referenced by the Fyllo Terms of Service) shall not contain or link to any content that: (i) violates any applicable laws, rules, regulations, official guidance, or self-regulatory principles (regardless of membership), including without limitation the Network Advertising Initiative (“NAI”) Code of Conduct and applicable guidance (the “Self-Regulatory Principles”); (ii) infringes, violates, or misappropriates any third-party rights, including any copyright, patent, trademark, trade secret, moral rights, rights of publicity or other intellectual property or proprietary right; (iii) constitutes viruses, worms, time bombs, trojan horses, cancelbots, or other harmful components, programs, routines, or applications, that are designed to disrupt or delay the use and operation of any computer system; (iv) promotes, constitutes or encourages illegal activities, gives rise to liability, and/or contains any content in any manner that might be pornographic, libelous, defamatory, hateful, profane, violent, abusive, obscene, or threatening; (v) discriminates against any person on the basis of race, sex, religion, nationality, disability, sexual orientation or age; (vi) engages in deceptive practices; or (vii) violates any publisher service policies. Advertiser further represents and warrants that, as applicable: (a) it is duly licensed and approved by all relevant governmental authorities to engage in the business it is advertising related to cannabis(e.g. storing, growing, harvesting, trimming, manufacturing, distributing, warehousing, delivering, retail sales, etc.), and that it will continue to properly maintain such licenses while it is using Fyllo for media related services; (b) all data provided on behalf of Advertiser for use under this IO was collected in compliance with all applicable laws, rules, regulations, official guidance, and Self-Regulatory Principles; (c) Advertiser will provide notice to consumers that pixels or other code is deployed on its websites and used to enable campaign analytics, optimization, and retargeting; and (d) for any data that Advertiser collects using a DSP or uploads into a DSP (such as by using a DSP’s features like pixels, tags, cookies, or APIs), or that is collected using a DSP or uploaded into a DSP on Advertiser’s behalf, Advertiser will ensure that all necessary rights and permissions are established for the use of such data in the applicable DSP and in connection with this IO, and that such use of the data is in compliance with all applicable laws, rules, regulations, official guidance, and Self-Regulatory Principles.
Advertiser specifically assumes all obligation to ensure, and represents and warrants to Fyllo, that the Ads and Advertising Materials to be delivered by Advertiser in connection with this IO is incompliance with all applicable laws, rules, regulations, official guidance and Self-Regulatory Principles. If Advertiser’s business license is or becomes suspended, revoked, or terminated, or if any such action is threatened, Advertiser must notify Fyllo immediately after learning of such action or related threat. Fyllo may provide feedback on the suitability of the Advertising Materials submitted by Advertiser, however Advertiser acknowledges that such feedback is not intended to constitute legal advice, legal opinion, legal approval, or approval of any kind by Fyllo. Any such feedback is provided “as-is”, is subject to change, and may not be considered up to date. No representation is made that such feedback is error-free. Advertiser proceeds with Ads and Advertising Materials at its own risk.
Advertiser will indemnify and hold harmless Fyllo and its related affiliates from all “Losses” (as defined in the IAB Terms) resulting from “Claims” (as defined by the IAB Terms) arising from (i) any breach or alleged breach by Advertiser of its representations, warranties, or covenants provided in this IO; (ii) any technical or other aspect of the “Sites” (as defined by the IAB Terms) that affects the deliverability of the Ads and/or Advertising Materials;(iii) any breach and/or violation of any applicable laws, rules, regulations, official guidance, or Self-Regulatory Principles arising under this IO; (iv)violations of any publisher policies or restrictions related to the Ads and Advertising Materials; or (v) such Advertiser’s bad faith, gross negligence, or willful misconduct. Advertiser will pay Fyllo in advance of the final resolution of any dispute of all Losses and related expenses incurred by Fyllo in the process of defending such Claims.
Fyllo will indemnify and hold harmless Advertiser and its respective affiliates from all Claims arising from (i) Fyllo’s material modification of the Ads without Advertiser’s consent; or (ii) Fyllo’s gross negligence, or willful misconduct. Notwithstanding the foregoing, Fyllo will not be responsible for any Claims arising from (i) Fyllo’s modification of Ads based upon a reasonable interpretation of the detailed specifications, materials, or information provided by Advertiser, its respective affiliates and/or representatives; or (ii) Fyllo’s reasonable compliance with any instructions provided by Advertiser, its respective affiliates and/or representatives.
At all times such that this IO and its related terms shall remain in effect and enforceable, Advertiser agrees to secure at its own cost and expense errors and omissions insurance covering losses from any act, error, omission, negligence, breach of duty, and/or misrepresentation related to Advertiser’s performance under this IO on a claims-made basis for no less than$1,000,000 for each claim and $2,000,000 in aggregate. Certification of coverage shall be submitted to Fyllo upon request. Fyllo shall be included as an additional insured or loss payee under such relevant policy. Such policy must be provided by a reputable insurance company holding at least an A-rating or better.
All deliverable delivery statistics and final payment calculations shall be subject to the third-party ad serving and reporting platform currently in use by Fyllo. Reports shall be provided to Advertiser either online at a URL to be provided by Fyllo, or by emails to a designated email address provided by Advertiser. Advertiser 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 Advertiser payment.
During the term of this IO, Advertiser hereby grants to Fyllo a worldwide, non-transferable, non-exclusive, sublicensable (to the extent necessary for Fyllo’s performance under this IO), royalty-free, right and license to store, use, serve, reproduce, distribute, and display Advertiser’s Ads and Advertising Materials (including associated Ad tags) and those tradenames, trademarks, service marks, and logos (collectively, “Marks”)of the Advertiser in connection with Fyllo’s performance of its obligations and exercise of its rights under this IO and in other promotional materials for the purposes of promoting the existence of the relationship between the parties.
The provisions regarding payments, representations and warranties, and indemnification will survive suspension, cancellation, or termination of this IO to the fullest extent permitted by law.