Adnet+ Digital Advertising Terms and Conditions

Last updated: 05/04/2026

The organization contracting for the purchase of services or advertising covered by these Adnet+ Digital Advertising Terms and Conditions ("Advertiser") and Adnet+ Inc., a California corporation, with its principal place of business at 2219 Olive Avenue, Suite 162, Burbank, CA 91506 ("Adnet+" or "Media Company"), hereby agree that all such services and advertising shall be governed by the following terms and conditions (this "Agreement"). By submitting an Insertion Order or otherwise accepting Services from Adnet+, Advertiser agrees to be bound by these terms.

1. Payment and Billing

1. (a) Adnet+ will bill Advertiser monthly, unless otherwise provided on the face of an applicable Insertion Order.
2. (b) Payment by Advertiser is due upon receipt of invoice. Advertiser waives any billing dispute if Advertiser does not notify Adnet+ of such dispute in writing within ten (10) business days from the date of the invoice containing such amount in dispute. In the event Advertiser timely notifies Adnet+ of such dispute, the parties shall work diligently with each other toward a resolution, but any amount not in dispute shall be promptly paid as described herein.
3. (c) If this Agreement is entered into by an agency (the "Agency"), then Agency agrees that Advertiser and Agency are jointly and severally purchasing the advertising hereunder, and acknowledges and agrees that any credit that has been extended by Adnet+ has been extended on the basis of the credit and promise to pay of both Agency and Advertiser. Agency further represents and warrants that (i) Agency is authorized to bind the Advertiser; and (ii) Agency and Advertiser shall be jointly and severally liable for Advertiser's obligations under this Agreement, including the payment of all amounts to be made under this Agreement. Sequential liability is not accepted unless specifically agreed to in writing by an Adnet+ Senior Vice President or higher.
4. (d) Late payments shall accrue interest at a rate of one and one-half percent (1.5%) per month, or the maximum permitted by law, whichever is lower.
5. (e) Adnet+ reserves the right to (i) suspend delivery of Services for past-due accounts, (ii) require prepayment or revised payment terms for continued Service, and (iii) apply any prepayment, deposit, or credit balance against any past-due amount.
6. (f) The Adnet+ reporting platform shall constitute the official System of Record for all billing and reconciliation purposes. In the event of discrepancies between Adnet+ reporting and Advertiser or third-party reporting, Adnet+'s data shall prevail unless otherwise agreed in writing in the Insertion Order.

2. Effect of Breach

1. (a) In the event of a material breach of the terms hereof, either party may elect to terminate this Agreement after providing the other party with fifteen (15) days' prior written notice, unless the other party cures such breach within such fifteen (15) day period.
2. (b) Adnet+ reserves the right to immediately terminate this Agreement upon default by Advertiser in the payment of invoices hereunder, or upon Adnet+'s reasonable determination that continued performance would expose Adnet+ to legal, reputational, or compliance risk.
3. (c) Upon any termination by Adnet+, all charges for services or advertising completed hereunder and not paid shall become immediately due and payable. If Adnet+ terminates by reason of Advertiser's material breach, Advertiser's liability shall be to pay for all services and advertising contemplated by this Agreement.

3. Interruption or Omission

If for any reason there is an interruption or omission of any advertising or services contracted to be provided hereunder, Adnet+ may suggest substitute advertising or services. If no such substitute is acceptable to Advertiser, Adnet+ shall provide Advertiser with a pro rata reduction of charges hereunder. The foregoing shall be Adnet+'s sole liability for any failure to broadcast/publish any advertising hereunder.

4. Services and Advertising

1. (a) This agreement is non-cancelable except as expressly permitted in the applicable Insertion Order or by the IAB Standard Terms and Conditions for Internet Advertising for Media Buys One Year or Less, Version 3.0 (the "IAB Terms") incorporated herein.
2. (b) Unless otherwise noted on the face of an Insertion Order, all services and advertising shall be furnished by Adnet+ or its suppliers and vendors. Adnet+ may, at its sole discretion, change suppliers, routing, exchanges, or technology used to fulfill any service.
3. (c) Advertiser is responsible for Advertiser's use of the services and for compliance with all applicable laws and regulations in its jurisdiction with respect to such services.
4. (d) Advertising material provided by Advertiser ("Ad Material(s)") is subject to approval, and Adnet+ may exercise a continuing right to reject such Ad Material(s), including a right to reject for unsatisfactory technical quality or content.
5. (e) Advertiser represents, warrants, and covenants that: (i) the Ad Material(s) covered by this Agreement comply with all applicable laws, rules, and regulations, including the sponsorship-identification, disclosure, and political-advertising requirements applicable to digital advertising; (ii) the Ad Material(s) covered by this Agreement contain no defamatory matter and will not violate any right of a third party, including privacy, publicity, or intellectual property rights, or any law or government rule or regulation; (iii) the content contained in Ad Material(s) will be cleared for use in all media as anticipated by the Agreement; (iv) Advertiser has the full right to grant to Adnet+ the rights hereunder; (v) Advertiser shall comply with all applicable laws, rules, and regulations in connection with its performance of its obligations hereunder, including making any and all required disclosures; (vi) Advertiser shall provide Adnet+ all information related to its Ad Material(s) in a manner necessary for Adnet+ to comply with any applicable disclosure requirements; and (vii) each Insertion Order represents an advertising arrangement exclusively between Adnet+ and Advertiser, and that no sale or exchange has taken place or will take place between Advertiser and any third party.
6. (f) Advertiser further represents, warrants, and covenants that (i) it is aware of Adnet+'s policy requiring all Ad Material(s) containing manipulated content (including, but not limited to, AI-generated content) to include any disclosure required to comply with all relevant laws, rules, and regulations (e.g., the requirement that materially deceptive content in certain political advertisements must be disclosed by the advertiser under California and New York state laws); and (ii) Advertiser's Ads shall include all necessary disclosures required to ensure that Adnet+'s distribution of such Ads complies with all such relevant laws, rules, and regulations.
7. (g) In the event Adnet+ provides copy and/or production services to Advertiser, all rights to such copy, production, and any audio and/or video recordings thereof shall be and remain the sole and exclusive property of Adnet+, and Advertiser's permitted use thereof shall be limited to advertising delivered through Adnet+ in accordance with the applicable Insertion Order.

5. Indemnification

1. (a) Mutual Indemnification. Each Party (the "Indemnifying Party"), at its own expense, will indemnify, defend, and hold harmless the other Party and the Indemnified Party's affiliates (including Adnet+'s suppliers and vendors), and their respective employees, representatives, and agents (the "Indemnified Party") from and against any claim, demand, action, investigation, or other proceeding, including but not limited to all damages, losses, liabilities, judgments, costs, and expenses arising therefrom, brought by any third party against the Indemnified Party (a "Claim") to the extent that the Claim is based on, or arises out of, an allegation that the Indemnifying Party's performance hereunder violates any applicable law, rule, or regulation or infringes the rights of any third party, including but not limited to intellectual property rights.
2. (b) Indemnification by Advertiser. Advertiser, at its own expense, will jointly and severally with any Agency indemnify, defend, and hold harmless Adnet+ and its affiliates (including Adnet+'s suppliers and vendors), and their respective employees, representatives, and agents from and against any third-party Claim to the extent that such Claim is based on, or arises out of, libel, violation of right of privacy or publicity, copyright infringement, trademark infringement, or other infringement of any third-party right, fraud, false advertising, misrepresentation, product liability, or violation of any law, statute, ordinance, rule, or regulation throughout the world in connection with Advertiser Content or any Advertiser web site(s) or contents therein (including any content or keywords resulting from such web site(s)). For purposes of the foregoing, "Advertiser Content" shall mean any content or information submitted by Advertiser to Adnet+.

6. Disclaimer of Warranties; Limitation of Liability

1. (a) Except as expressly set forth herein, the services and advertising are provided "as is" and "as available," and Adnet+ makes no representations, warranties, or guarantees of any kind, either express or implied, with respect to the services or advertising, or the functionality or performance thereof, including, without limitation, any warranties of merchantability, fitness for a particular purpose, or other warranties arising by usage of trade, course of dealing, or course of performance. Adnet+ does not make any warranty or guarantee as to the results that may be obtained from use of the services, including, without limitation, regarding the level or number of impressions, the timing or placement of delivery of such impressions, or the amount of any revenue to be earned by Advertiser, or that the services or advertising or operation thereof will be uninterrupted, error-free, or will meet client's requirements.
2. (b) Under no circumstances will either party or its affiliates be liable to the other party or its affiliates for any indirect, incidental, consequential, special, or exemplary damages arising from the subject matter of this agreement, including but not limited to loss of data, business, profits, or goodwill and costs of procurement of substitute goods or services, regardless of the legal theories and even if that party has been aware or advised of the possibility of such damages.
3. (c) In no event shall the aggregate liability of either party exceed the amounts paid by Advertiser to Adnet+ under this Agreement in the 12 months prior to the act that gave rise to the liability. The limitations in this Section shall not apply to (i) Advertiser's payment obligations, (ii) either party's indemnification obligations under Section 5, or (iii) a party's breach of Section 7 (Confidentiality) or Section 8 (Data and Privacy).

7. Confidentiality

1. (a) Each Party agrees to maintain the confidentiality of all non-public, proprietary, or confidential information disclosed in connection with this Agreement ("Confidential Information"). Without limiting the foregoing, the Adnet+ platform, its underlying architecture, demand and supply routing, supplier identities and economics, pricing methodology, and reporting source data shall be the Confidential Information of Adnet+.
2. (b) Confidential Information shall not be (i) disclosed to third parties without the disclosing Party's prior written consent (except to such Party's employees, contractors, and advisors who have a need to know and are bound by comparable confidentiality obligations), or (ii) used for any purpose outside the scope of this Agreement.
3. (c) These obligations shall survive termination of this Agreement for a period of two (2) years; provided that Confidential Information that constitutes a trade secret under applicable law shall remain protected for so long as it qualifies as a trade secret.

8. Data and Privacy

1. (a) Each Party agrees to comply with all applicable data protection and privacy laws, including, without limitation, the California Consumer Privacy Act, as amended by the California Privacy Rights Act, and, to the extent applicable, the General Data Protection Regulation.
2. (b) Neither Party shall (i) use personal data obtained through this Agreement for any purpose outside the scope of the Agreement, nor (ii) sell or share data in violation of applicable laws.
3. (c) Adnet+ shall not be responsible for Advertiser's misuse of data or failure to comply with applicable regulations. Advertiser is solely responsible for any consents, notices, or disclosures required of Advertiser, its agents, or its end users in connection with the Ad Material(s) and Advertiser Content.

9. Intellectual Property

1. (a) Each Party retains all right, title, and interest in and to its respective intellectual property, including, without limitation, technology platforms, data and analytics, trademarks, trade dress, and branding. No rights or licenses are granted except as expressly set forth in this Agreement.
2. (b) Advertiser grants Adnet+ a limited, non-exclusive, royalty-free, worldwide license to use, reproduce, display, transmit, and distribute the Ad Material(s) and Advertiser Content solely for the purpose of delivering the Services under the applicable Insertion Order.
3. (c) Adnet+ retains all right, title, and interest in and to the Adnet+ platform, the System of Record, and any tools, technology, methodologies, or work product developed or used by Adnet+ in connection with the Services, including any improvements thereto.

10. Non-Discrimination Policy

Adnet+ does not discriminate in advertising contracts on the basis of race or ethnicity, and will not accept any advertising which is intended to discriminate on the basis of race or ethnicity. Advertiser represents and warrants that it is not purchasing advertising from Adnet+ that is intended to discriminate on the basis of race or ethnicity.

11. Audit Right (where applicable)

Where the Insertion Order or an applicable addendum identifies the engagement as a managed-media or principal-buy engagement (e.g., where Adnet+ purchases media from upstream suppliers and resells such media to Advertiser), Adnet+ shall maintain accurate books and records sufficient to substantiate the Services delivered and the fees charged under each such Insertion Order. Upon not less than thirty (30) days' prior written notice, and not more than once per calendar year, Advertiser may, at its own expense, engage a mutually agreed independent certified public accounting firm (the "Auditor") to inspect such books and records solely to verify the accuracy of fees charged and Services delivered under the applicable Insertion Orders in effect during the prior twelve (12) months. The audit shall (i) be conducted during normal business hours at the Adnet+ location where the records are maintained, or, at Adnet+'s option, remotely; (ii) be subject to the Auditor's execution of a non-disclosure agreement reasonably acceptable to Adnet+; (iii) be limited to information necessary to verify Adnet+'s invoiced fees and delivered Services, and shall not extend to (and Adnet+ may redact) the identities, economics, contractual terms, rebates, or volume credits of upstream suppliers, exchanges, or technology providers, all of which remain Adnet+ Confidential Information; and (iv) be limited to information from the prior twelve (12) months. The Auditor may report to Advertiser only the amount of any over- or under-charge and shall not disclose the underlying records. If the audit reveals an over-charge of more than five percent (5%) of the audited fees, Adnet+ shall promptly refund the over-charge and reimburse Advertiser's reasonable, documented audit costs; otherwise, audit costs are borne by Advertiser.

12. General

1. (a) This Agreement, including the rights under it, may not be assigned or transferred by Advertiser without the consent of Adnet+ in writing, nor may Adnet+ be required to deliver hereunder for the benefit of any person other than the named Advertiser on the face of the applicable Insertion Order. Adnet+ may assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets without consent. Failure of Adnet+ or of Advertiser to enforce any of the provisions herein shall not be construed as a general relinquishment or waiver as to that or any other provision.
2. (b) Adnet+'s obligations hereunder are subject to the terms and conditions of any licenses held by it and to applicable federal, state, and local laws and regulations.
3. (c) This Agreement contains the entire agreement between the parties relating to the subject matter herein contained, and no change or modification of any of its terms and provisions shall be effective against any party unless the same is in writing signed by said party.
4. (d) Adnet+'s suppliers and vendors are intended third-party beneficiaries of the indemnification provisions of this Agreement and shall have the right to enforce such provisions against Advertiser.
5. (e) This Agreement may be executed in counterparts, including by electronic signature, each of which shall be deemed an original, and which together shall constitute one and the same instrument.
6. (f) Any sales, use, gross receipts, or similar taxes imposed as a result of any Insertion Order shall be the responsibility of Advertiser. Adnet+ may collect such tax in addition to the price of the services hereunder.
7. (g) In case suit or action is instituted by Adnet+ for the collection of any money owing hereunder or for enforcement of any of Adnet+'s rights hereunder, Agency and/or Advertiser agrees to pay all costs and disbursements of said suit or action together with reasonable attorneys' fees.
8. (h) This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict-of-laws principles. The Parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Los Angeles County, California, for any action or proceeding arising out of or relating to this Agreement.
9. (i) The IAB Terms are fully incorporated herein by this reference. In the event of a conflict between the IAB Terms and this Agreement (including any Insertion Order or addendum), the terms and conditions of this Agreement, the applicable addendum, and the Insertion Order shall first govern the resolution of such conflict.

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