Media Buying Guidelines

An action tag is a piece of html code, also referred to as a Web beacon, that when rendered by a browser displaying the Web page on which it is placed, calls the ASTP server for a transparent 1x1 pixel .gif file that allows such server to set and/or read a ASTP Cookie.

The term ad is an advertisement provided by, or on behalf of, Company to Supplier pursuant to these Guidelines. Ads include, but are not limited to, graphical advertising (e.g., banner Ads and other creative), text links and search engine placement.

Anonymous cookie data is data elements of ASTP Cookie Data that have been de-identified such that the intent is that a person cannot be identified by the ASTP Cookie Data alone or in combination with any other reasonably available information.

An Ad Serving Technology Provider (ASTP) is a third-party technology provider with whom Supplier has a contractual relationship to enable Supplier to serve Company’s Ads and track and store ASTP Cookie Data and Extended Data, including without limitation, demand-side platforms (DSPs), supply-side platforms (SSPs) and other like Ad serving technology platforms.

An ASTP cookie is an alphanumeric identifier that is assigned to an Internet User’s computer and contained in a file on the Internet User’s cookie subdirectory, which is placed on the Internet User’s computer and/or recorded by the ASTP when such computer is in communication with the ASTP’s Ad server (i.e.¸ when Ads are served or clicked on and when Action Tags are activated).

ASTP Cookie Data is data gathered through the recording of Ad impressions delivered, Ads clicked on, and Action Tags that are activated, through use of the ASTP’s technology and performance of the digital media services here under.

Custom Advertising is advertising, content, or other materials that are procured specifically for Company by Supplier on its own or through a Media Vendor and includes, without limitation, native advertising, sweepstakes and other promotions, campaigns and materials using Company Data, custom content created by Media Vendors as part of a media buy in which Company’s intellectual property rights are integrated, custom content of which Company is a sponsor, and any other advertising or content that Supplier should reasonably understand to be custom advertising.

Extended Data is data sent to the ASTP’s server by Company’s digital properties (i.e., via activation of Action Tags), regarding information sought by Company about Internet Users’ interactions with and activities and transactions on Company’s web site, which information may include, but not be limited to, pages viewed, time spent per page, time spent per session, products viewed, products purchased, and purchase amounts.

Media Data is all information personal or unique to a specific individual, including, without limitation, any information that can be used to identify or contact a specific individual, and first and last name, email address, telephone number, social security or social insurance number, location information, device identifiers, IP addresses, contact information, financial account and other financial information, date of birth, credit card and other payment card number, and online behaviors, accessed, collected, stored or otherwise processed in connection with the Media Services under these Guidelines, and include, without limitation, ASTP Cookie Data, Extended Data, and Anonymous Cookie Data.

Media Program is the scope of Media Services to be performed, which shall be performed in accordance with the terms of these Guidelines in addition to other items specifically set forth in the applicable SOW to be delivered by Supplier to Company or the applicable Company subsidiary or affiliate, including media purchases on behalf of Company or the applicable Company subsidiary or affiliate.

Media Vendors are those third party vendors that provide services for Company pursuant to agreements entered by Supplier on Company’s behalf as expressly set forth under a SOW, unless otherwise agreed upon in writing by the Parties, including, without limitation, Publishers, and data providers used in connection with any media purchases.

Prohibited Content means the prohibited content as set forth in Exhibit A.

Parties means Company and Supplier, collectively.

Publisher means third party publisher, or other entity that supplies print and/or digital content and displays advertising for consumption by consumers, including on websites, OOH (out-of-home) ads (e.g., billboards), radio and television stations and programs, and print publications.

Internet User is a person using the Internet.

Company Data includes data, information, and reports provided to Supplier or collected or stored by Supplier, its affiliates, subcontractors, or Media Vendors (including Ad networks, digital partners, DMPs, DSPs, platforms or other service providers with which Supplier has contracted on Company’s behalf for the placement of media) in performing the Services, including without limitation, any Media Vendor and media rates, discount history and calculation, usage, performance and traffic data, tagging data, code and structure, click-through rates and conversions, IP addresses, or activity data of recipients, including personally identifiable information, tracking data and all lists or other records containing any such information, even if such information is aggregated, or other data or information derived or collected by Supplier and any of the foregoing entities from or on behalf of Company or from the delivery of advertisements for Company, whether through the use of HTML/JavaScript tags, cookies, pixels, clear GIFs, log files, web beacons or other tracing or tracking files placed on destination sites, or through any other means. Company Data shall be deemed Company’s confidential information.

Media Services generally, unless otherwise set forth in the Agreement, Supplier shall perform the following services with respect to media planning and buying: 

1. Supplier shall formulate and establish a media planning process based on research analysis, pursuant to Company’s media planning restrictions set forth in Exhibit A, for the primary purpose of efficiently and effectively planning and making media placements for Company in each market, which process shall be set forth in writing and subject to Company’s prior approval.
2. Supplier agrees that the planning, purchase, and placement of any media shall be pursuant to Company’s media planning restrictions as set forth in Exhibit A, as may be modified by Company from time to time with notice to Supplier.
3. Review all advertising placed ensuring that schedules run as ordered pursuant to the applicable specifications, including make-goods and credits to which Company is entitled, and further ensuring that any media vehicles and all media affidavits correspond to the approved schedule.
4. Review and verify all media contracts and invoices for accuracy, including, but not limited to, with respect to time, rate and spaces ordered by Supplier by procuring tearsheets of print advertising and similar customary proofs of performance from media.
5. Retain media invoices and tearsheets and similar customary proofs of performance from Media Vendors for five (5) years.
6. Provide regular updates with the relevant Company team as shall be mutually agreed upon by the Parties.
7. Provide Company with the reports as described herein, including the media affidavits, media invoices and customary proofs, and the applicable SOW.
8. Secure, obtain, and pass over to Company all available incentives.
9. Resolve billing discrepancies and negotiate rebates or make-goods when applicable.
10. Supplier shall make media and other commitments only upon Company’s issuance of an insertion order (“Order”), and shall not commit Company to more space or time than is reasonably anticipated in accordance with the media placement plan described in each applicable Order. Supplier shall not change, revise, add to, or otherwise vary any advertising materials intended for media placements without Company’s prior written consent in each instance.

1.  Invoices that include costs for media purchases shall be itemized by Company business lines, unless otherwise agreed upon in writing by the Parties.
2. Media billings shall be based on estimated expenditures; however, such estimates shall then be reconciled to actual spend.
3. Except as otherwise mutually agreed upon in writing, media estimates, invoices and all information pertaining to cost shall be provided to Company in net costs only, without markup or commission of any kind.
4. Original media billing will be based on the estimated cost of the media time or space ordered by Supplier on Company’s behalf and will be adjusted to actual amounts once the station/publication invoices have been received and processed.
5. Supplier shall obtain invoices on a timely basis for media purchased for Company after the media is published and/or broadcast and shall reconcile such invoices within one hundred eighty (180) days of such publication and/or broadcast, unless otherwise reasonably requested earlier by Company.
   
6. Supplier will calculate and report to Company any unbilled media under any closed SOWs on an annual basis within thirty (30) days after the end of each calendar year, and Supplier will pay back such unbilled media to Company by no later than sixty (60) days from the end of such year. Supplier will provide bi-annual reports on unbilled media that is set forth in open SOWs by campaign to Company across all markets using the a mutually agreed upon unbilled media template on June 1st and December 1st of each year, unless otherwise agreed upon in writing by the Parties. If Company requires additional reporting on dates other than the aforementioned dates, Supplier will coordinate with Company to identify reasonable and mutually agreed upon dates, not to exceed two (2) additional reports in each calendar year.
   

• Supplier shall pass on in full to Company, all discounts, allowances, rebates, credits, commissions, refunds or other cost reductions or similar items (“Credits”) of any kind received by Supplier, its affiliates, parents, subsidiaries as well as any person or entity in which any of the foregoing has a financial interest or investment (“Interested Parties”) (whether for prompt payment, volume purchases, combination purchases or otherwise) from any third parties providing materials or services hereunder or otherwise for the benefit of Company, regardless whether these Guidelines are in effect at the time Supplier receives such Credit in a timely manner in order for Company to avail itself of such Credit. Notwithstanding anything herein contained to the contrary, Supplier shall notify Company in writing of the availability of any Credit and the payment deadlines and other applicable terms with which Company must comply in order to receive such Credit, and Supplier shall invoice Company sufficiently in advance for the applicable costs so that Company can provide Supplier with funds in time to take full advantage of such Credit. Unless otherwise agreed to in writing by Company, upon payment by Company to Supplier, Supplier shall pay the amount due to the Media Vendor within a commercially reasonable timeframe. Supplier will not intentionally hold the funds or use them for any other purpose. Supplier will give Company prompt, complete and written disclosure of all Credits related to Company’s advertising spend, including, without limitation, prompt or early payment discounts. In addition, unless otherwise agreed in the Agreement, Company shall not be required to pay Supplier any markups, commissions, overhead, or profit of any kind on any third-party charges.
  

1. Supplier will monitor delivery of advertising and will notify Company as soon as possible if Supplier believes that an under-delivery is likely. If advertising that was scheduled to run did not in fact run, or ran incorrectly, was under-delivered, or there exists any other problem or a media billing error, Supplier shall promptly shall confer with Company about the agreed course of conduct (e.g., cancellation, rescheduling, credit, make-good, etc.), and Supplier shall use commercially reasonable efforts to implement that decision. Pursuant to Company’s decision, Supplier will (A) credit or appropriately adjust Company’s account on the next monthly billing following resolution of said media airing problem or media billing error; (B) secure a refund from the Media Vendor and promptly make such refund to Company, or if directed by Company, reallocate the funds in connection with the purchase of other media; (C) otherwise obtain appropriate make-goods, as reasonably acceptable to Company; or (D) obtain for Company another appropriate remedy reasonably acceptable to Company.
2. Supplier agrees that it shall not accept a make-good or extend any advertisement beyond its contracted flight period without Company’s prior written consent. In the event that Company elects to accept a make-good (either with the intended advertisement or a replacement), unless prohibited by the Media Vendor’s terms, as between the Parties, Company shall have the right to determine when the make-good will run.
   
3. If Company instructs Supplier to purchase media space or time in a medium having a schedule of graduated rates and less space or time than contracted for is used so that a credit is due, Supplier shall promptly credit Company for any excess amount Company may have paid over the amount actually due at the rate earned.
   

1. During the Term, Supplier shall provide monthly reports with respect to media planning that will, at a minimum, include, where relevant and available:During the Term, Supplier shall provide monthly reports with respect to media planning that will, at a minimum, include, where relevant and available:
   
   • Estimate impressions and behavioral outcomes/deliverables (clicks, leads, transactions)
     
   • Develop insertion schedules
     
   • The following information:
     
     • Media vendor name;
       
     • Site/network purchased;
       
     • Specifics of buy (sponsorship, number of impressions, clicks), clicks aggregated in one single report and detailed by creative unit, and linked into landing page statistics;
       
     • Time period of buy;
       
     • Production specifications and contact information for trafficking;
       
     • Supplier will consult with Company as to placement opportunities, strategic and tactical goals, budgets and other related issues;
       
     • Develop campaign flighting, impression level allocation, timelines, plan presentations; Provide creative consultation (applicable direction to creative Supplier partner(s)’ units, message type, etc.);
       
     • Provide a bi-annual summary recommendation outlining goals and objectives, and how the plan addresses those goals, as well as providing key metrics mapped to those goals against which the summary report will be measured.
       
   • Data, reporting and analytics
     
     • Host and maintain unified platform to share learnings, innovative thinking and ideas, best practice, and key data management, within and between all markets.
       
     • Monthly tracking of all media mix tactics, and on-going quarterly reconciliation across all markets.
       
   • Media Spend & Activity Reporting
     
     • Cloud based database/report at the country level that can be aggregated to regional and global views.
       
   • Media Flowcharts
     
     • Cloud based flowcharts at the country level that can be aggregated to regional and global views.
       
2. During the Term, Supplier shall provide monthly reports with respect to media placement that will, at a minimum, include, where relevant and available:
   
   • Webpage (URL) placement of all impressions, and instances of non-approved placements (whitelist/blacklist);
     
   • Performance versus all agreed target metrics (for example audience, CPM, clickthrough rates, keywords);
     
   • Declaration of all audience extension/sourced traffic unless otherwise agreed by the Parties;
     
   • Viewability rates at the agreed standards (for example, percentage of advertisement and duration), after deduction of invalid traffic (for example, invalid impressions);
     
   • Presence of invalid traffic by media owner/webpage;
     
   • Reporting of underperformance of trades based on viewable impressions, with associated compensation methodology;
     
   • Completion rates for all online video;
     
   • Actual net cost of all placements by media owner/site and format, in aggregated and individual form;
     
   • Click-through rates or other agreed metrics by media owner/site and format.
     
   • Actualized media data needed for any marketing mix model that shall be reasonably requested by Company, such as:
     
     • Country: XXXXXXXXX (as may be identified in the Agreement)
       
     • Update Frequency: Quarterly
       
     • Periodicity of Data: Weekly
       
     • Metrics: Spend, Impressions and GRPs
       
     • Accurate coding of data: per Company’s paid media data hierarchies
       
     • Geo-level: Media markets and National
       
     • Data accuracy requirements:
       
       • Data QC and explanation of discrepancies between media reporting and actualized media data for marketing mix model.
         
       • Explanation of any deviation in CPP and CPM from norms.
         

For print advertising, including consumer and trade magazines and newspapers, the supplier will:

1. Project audience delivery and monitor circulation levels;
2. Construct and order insertion schedules based on Company’s budget;
3. Forward insertion schedules summaries to Company;
4. Consult with Company as to placement opportunities, strategic goals, budgets and related issues, and purchase media according to Company’s instructions;
5. Provide Company with post-buy reports, specifying the delivery of the media purchased.

An action tag is a piece of html code, also referred to as a Web beacon, that when rendered by a browser displaying the Web page on which it is placed, calls the ASTP server for a transparent 1x1 pixel .gif file that allows such server to set and/or read a ASTP Cookie.

The term ad is an advertisement provided by, or on behalf of, Company to Supplier pursuant to these Guidelines. Ads include, but are not limited to, graphical advertising (e.g., banner Ads and other creative), text links and search engine placement.

Anonymous cookie data is data elements of ASTP Cookie Data that have been de-identified such that the intent is that a person cannot be identified by the ASTP Cookie Data alone or in combination with any other reasonably available information.

An Ad Serving Technology Provider (ASTP) is a third-party technology provider with whom Supplier has a contractual relationship to enable Supplier to serve Company’s Ads and track and store ASTP Cookie Data and Extended Data, including without limitation, demand-side platforms (DSPs), supply-side platforms (SSPs) and other like Ad serving technology platforms.

An ASTP cookie is an alphanumeric identifier that is assigned to an Internet User’s computer and contained in a file on the Internet User’s cookie subdirectory, which is placed on the Internet User’s computer and/or recorded by the ASTP when such computer is in communication with the ASTP’s Ad server (i.e.¸ when Ads are served or clicked on and when Action Tags are activated).

ASTP Cookie Data is data gathered through the recording of Ad impressions delivered, Ads clicked on, and Action Tags that are activated, through use of the ASTP’s technology and performance of the digital media services here under.

Custom Advertising is advertising, content, or other materials that are procured specifically for Company by Supplier on its own or through a Media Vendor and includes, without limitation, native advertising, sweepstakes and other promotions, campaigns and materials using Company Data, custom content created by Media Vendors as part of a media buy in which Company’s intellectual property rights are integrated, custom content of which Company is a sponsor, and any other advertising or content that Supplier should reasonably understand to be custom advertising.

Extended Data is data sent to the ASTP’s server by Company’s digital properties (i.e., via activation of Action Tags), regarding information sought by Company about Internet Users’ interactions with and activities and transactions on Company’s web site, which information may include, but not be limited to, pages viewed, time spent per page, time spent per session, products viewed, products purchased, and purchase amounts.

Media Data is all information personal or unique to a specific individual, including, without limitation, any information that can be used to identify or contact a specific individual, and first and last name, email address, telephone number, social security or social insurance number, location information, device identifiers, IP addresses, contact information, financial account and other financial information, date of birth, credit card and other payment card number, and online behaviors, accessed, collected, stored or otherwise processed in connection with the Media Services under these Guidelines, and include, without limitation, ASTP Cookie Data, Extended Data, and Anonymous Cookie Data.

Media Program is the scope of Media Services to be performed, which shall be performed in accordance with the terms of these Guidelines in addition to other items specifically set forth in the applicable SOW to be delivered by Supplier to Company or the applicable Company subsidiary or affiliate, including media purchases on behalf of Company or the applicable Company subsidiary or affiliate.

Media Vendors are those third party vendors that provide services for Company pursuant to agreements entered by Supplier on Company’s behalf as expressly set forth under a SOW, unless otherwise agreed upon in writing by the Parties, including, without limitation, Publishers, and data providers used in connection with any media purchases.

Prohibited Content means the prohibited content as set forth in Exhibit A.

Parties means Company and Supplier, collectively.

Publisher means third party publisher, or other entity that supplies print and/or digital content and displays advertising for consumption by consumers, including on websites, OOH (out-of-home) ads (e.g., billboards), radio and television stations and programs, and print publications.

Internet User is a person using the Internet.

Company Data includes data, information, and reports provided to Supplier or collected or stored by Supplier, its affiliates, subcontractors, or Media Vendors (including Ad networks, digital partners, DMPs, DSPs, platforms or other service providers with which Supplier has contracted on Company’s behalf for the placement of media) in performing the Services, including without limitation, any Media Vendor and media rates, discount history and calculation, usage, performance and traffic data, tagging data, code and structure, click-through rates and conversions, IP addresses, or activity data of recipients, including personally identifiable information, tracking data and all lists or other records containing any such information, even if such information is aggregated, or other data or information derived or collected by Supplier and any of the foregoing entities from or on behalf of Company or from the delivery of advertisements for Company, whether through the use of HTML/JavaScript tags, cookies, pixels, clear GIFs, log files, web beacons or other tracing or tracking files placed on destination sites, or through any other means. Company Data shall be deemed Company’s confidential information.

Media Services generally, unless otherwise set forth in the Agreement, Supplier shall perform the following services with respect to media planning and buying: 

1. Supplier shall formulate and establish a media planning process based on research analysis, pursuant to Company’s media planning restrictions set forth in Exhibit A, for the primary purpose of efficiently and effectively planning and making media placements for Company in each market, which process shall be set forth in writing and subject to Company’s prior approval.
2. Supplier agrees that the planning, purchase, and placement of any media shall be pursuant to Company’s media planning restrictions as set forth in Exhibit A, as may be modified by Company from time to time with notice to Supplier.
3. Review all advertising placed ensuring that schedules run as ordered pursuant to the applicable specifications, including make-goods and credits to which Company is entitled, and further ensuring that any media vehicles and all media affidavits correspond to the approved schedule.
4. Review and verify all media contracts and invoices for accuracy, including, but not limited to, with respect to time, rate and spaces ordered by Supplier by procuring tearsheets of print advertising and similar customary proofs of performance from media.
5. Retain media invoices and tearsheets and similar customary proofs of performance from Media Vendors for five (5) years.
6. Provide regular updates with the relevant Company team as shall be mutually agreed upon by the Parties.
7. Provide Company with the reports as described herein, including the media affidavits, media invoices and customary proofs, and the applicable SOW.
8. Secure, obtain, and pass over to Company all available incentives.
9. Resolve billing discrepancies and negotiate rebates or make-goods when applicable.
10. Supplier shall make media and other commitments only upon Company’s issuance of an insertion order (“Order”), and shall not commit Company to more space or time than is reasonably anticipated in accordance with the media placement plan described in each applicable Order. Supplier shall not change, revise, add to, or otherwise vary any advertising materials intended for media placements without Company’s prior written consent in each instance.

1.  Invoices that include costs for media purchases shall be itemized by Company business lines, unless otherwise agreed upon in writing by the Parties.
2. Media billings shall be based on estimated expenditures; however, such estimates shall then be reconciled to actual spend.
3. Except as otherwise mutually agreed upon in writing, media estimates, invoices and all information pertaining to cost shall be provided to Company in net costs only, without markup or commission of any kind.
4. Original media billing will be based on the estimated cost of the media time or space ordered by Supplier on Company’s behalf and will be adjusted to actual amounts once the station/publication invoices have been received and processed.
5. Supplier shall obtain invoices on a timely basis for media purchased for Company after the media is published and/or broadcast and shall reconcile such invoices within one hundred eighty (180) days of such publication and/or broadcast, unless otherwise reasonably requested earlier by Company.
   
6. Supplier will calculate and report to Company any unbilled media under any closed SOWs on an annual basis within thirty (30) days after the end of each calendar year, and Supplier will pay back such unbilled media to Company by no later than sixty (60) days from the end of such year. Supplier will provide bi-annual reports on unbilled media that is set forth in open SOWs by campaign to Company across all markets using the a mutually agreed upon unbilled media template on June 1st and December 1st of each year, unless otherwise agreed upon in writing by the Parties. If Company requires additional reporting on dates other than the aforementioned dates, Supplier will coordinate with Company to identify reasonable and mutually agreed upon dates, not to exceed two (2) additional reports in each calendar year.
   

• Supplier shall pass on in full to Company, all discounts, allowances, rebates, credits, commissions, refunds or other cost reductions or similar items (“Credits”) of any kind received by Supplier, its affiliates, parents, subsidiaries as well as any person or entity in which any of the foregoing has a financial interest or investment (“Interested Parties”) (whether for prompt payment, volume purchases, combination purchases or otherwise) from any third parties providing materials or services hereunder or otherwise for the benefit of Company, regardless whether these Guidelines are in effect at the time Supplier receives such Credit in a timely manner in order for Company to avail itself of such Credit. Notwithstanding anything herein contained to the contrary, Supplier shall notify Company in writing of the availability of any Credit and the payment deadlines and other applicable terms with which Company must comply in order to receive such Credit, and Supplier shall invoice Company sufficiently in advance for the applicable costs so that Company can provide Supplier with funds in time to take full advantage of such Credit. Unless otherwise agreed to in writing by Company, upon payment by Company to Supplier, Supplier shall pay the amount due to the Media Vendor within a commercially reasonable timeframe. Supplier will not intentionally hold the funds or use them for any other purpose. Supplier will give Company prompt, complete and written disclosure of all Credits related to Company’s advertising spend, including, without limitation, prompt or early payment discounts. In addition, unless otherwise agreed in the Agreement, Company shall not be required to pay Supplier any markups, commissions, overhead, or profit of any kind on any third-party charges.
  

1. Supplier will monitor delivery of advertising and will notify Company as soon as possible if Supplier believes that an under-delivery is likely. If advertising that was scheduled to run did not in fact run, or ran incorrectly, was under-delivered, or there exists any other problem or a media billing error, Supplier shall promptly shall confer with Company about the agreed course of conduct (e.g., cancellation, rescheduling, credit, make-good, etc.), and Supplier shall use commercially reasonable efforts to implement that decision. Pursuant to Company’s decision, Supplier will (A) credit or appropriately adjust Company’s account on the next monthly billing following resolution of said media airing problem or media billing error; (B) secure a refund from the Media Vendor and promptly make such refund to Company, or if directed by Company, reallocate the funds in connection with the purchase of other media; (C) otherwise obtain appropriate make-goods, as reasonably acceptable to Company; or (D) obtain for Company another appropriate remedy reasonably acceptable to Company.
2. Supplier agrees that it shall not accept a make-good or extend any advertisement beyond its contracted flight period without Company’s prior written consent. In the event that Company elects to accept a make-good (either with the intended advertisement or a replacement), unless prohibited by the Media Vendor’s terms, as between the Parties, Company shall have the right to determine when the make-good will run.
   
3. If Company instructs Supplier to purchase media space or time in a medium having a schedule of graduated rates and less space or time than contracted for is used so that a credit is due, Supplier shall promptly credit Company for any excess amount Company may have paid over the amount actually due at the rate earned.
   

1. During the Term, Supplier shall provide monthly reports with respect to media planning that will, at a minimum, include, where relevant and available:During the Term, Supplier shall provide monthly reports with respect to media planning that will, at a minimum, include, where relevant and available:
   
   • Estimate impressions and behavioral outcomes/deliverables (clicks, leads, transactions)
     
   • Develop insertion schedules
     
   • The following information:
     
     • Media vendor name;
       
     • Site/network purchased;
       
     • Specifics of buy (sponsorship, number of impressions, clicks), clicks aggregated in one single report and detailed by creative unit, and linked into landing page statistics;
       
     • Time period of buy;
       
     • Production specifications and contact information for trafficking;
       
     • Supplier will consult with Company as to placement opportunities, strategic and tactical goals, budgets and other related issues;
       
     • Develop campaign flighting, impression level allocation, timelines, plan presentations; Provide creative consultation (applicable direction to creative Supplier partner(s)’ units, message type, etc.);
       
     • Provide a bi-annual summary recommendation outlining goals and objectives, and how the plan addresses those goals, as well as providing key metrics mapped to those goals against which the summary report will be measured.
       
   • Data, reporting and analytics
     
     • Host and maintain unified platform to share learnings, innovative thinking and ideas, best practice, and key data management, within and between all markets.
       
     • Monthly tracking of all media mix tactics, and on-going quarterly reconciliation across all markets.
       
   • Media Spend & Activity Reporting
     
     • Cloud based database/report at the country level that can be aggregated to regional and global views.
       
   • Media Flowcharts
     
     • Cloud based flowcharts at the country level that can be aggregated to regional and global views.
       
2. During the Term, Supplier shall provide monthly reports with respect to media placement that will, at a minimum, include, where relevant and available:
   
   • Webpage (URL) placement of all impressions, and instances of non-approved placements (whitelist/blacklist);
     
   • Performance versus all agreed target metrics (for example audience, CPM, clickthrough rates, keywords);
     
   • Declaration of all audience extension/sourced traffic unless otherwise agreed by the Parties;
     
   • Viewability rates at the agreed standards (for example, percentage of advertisement and duration), after deduction of invalid traffic (for example, invalid impressions);
     
   • Presence of invalid traffic by media owner/webpage;
     
   • Reporting of underperformance of trades based on viewable impressions, with associated compensation methodology;
     
   • Completion rates for all online video;
     
   • Actual net cost of all placements by media owner/site and format, in aggregated and individual form;
     
   • Click-through rates or other agreed metrics by media owner/site and format.
     
   • Actualized media data needed for any marketing mix model that shall be reasonably requested by Company, such as:
     
     • Country: XXXXXXXXX (as may be identified in the Agreement)
       
     • Update Frequency: Quarterly
       
     • Periodicity of Data: Weekly
       
     • Metrics: Spend, Impressions and GRPs
       
     • Accurate coding of data: per Company’s paid media data hierarchies
       
     • Geo-level: Media markets and National
       
     • Data accuracy requirements:
       
       • Data QC and explanation of discrepancies between media reporting and actualized media data for marketing mix model.
         
       • Explanation of any deviation in CPP and CPM from norms.
         

For print advertising, including consumer and trade magazines and newspapers, the supplier will:

1. Project audience delivery and monitor circulation levels;
2. Construct and order insertion schedules based on Company’s budget;
3. Forward insertion schedules summaries to Company;
4. Consult with Company as to placement opportunities, strategic goals, budgets and related issues, and purchase media according to Company’s instructions;
5. Provide Company with post-buy reports, specifying the delivery of the media purchased.

An action tag is a piece of html code, also referred to as a Web beacon, that when rendered by a browser displaying the Web page on which it is placed, calls the ASTP server for a transparent 1x1 pixel .gif file that allows such server to set and/or read a ASTP Cookie.

The term ad is an advertisement provided by, or on behalf of, Company to Supplier pursuant to these Guidelines. Ads include, but are not limited to, graphical advertising (e.g., banner Ads and other creative), text links and search engine placement.

Anonymous cookie data is data elements of ASTP Cookie Data that have been de-identified such that the intent is that a person cannot be identified by the ASTP Cookie Data alone or in combination with any other reasonably available information.

An Ad Serving Technology Provider (ASTP) is a third-party technology provider with whom Supplier has a contractual relationship to enable Supplier to serve Company’s Ads and track and store ASTP Cookie Data and Extended Data, including without limitation, demand-side platforms (DSPs), supply-side platforms (SSPs) and other like Ad serving technology platforms.

An ASTP cookie is an alphanumeric identifier that is assigned to an Internet User’s computer and contained in a file on the Internet User’s cookie subdirectory, which is placed on the Internet User’s computer and/or recorded by the ASTP when such computer is in communication with the ASTP’s Ad server (i.e.¸ when Ads are served or clicked on and when Action Tags are activated).

ASTP Cookie Data is data gathered through the recording of Ad impressions delivered, Ads clicked on, and Action Tags that are activated, through use of the ASTP’s technology and performance of the digital media services here under.

Custom Advertising is advertising, content, or other materials that are procured specifically for Company by Supplier on its own or through a Media Vendor and includes, without limitation, native advertising, sweepstakes and other promotions, campaigns and materials using Company Data, custom content created by Media Vendors as part of a media buy in which Company’s intellectual property rights are integrated, custom content of which Company is a sponsor, and any other advertising or content that Supplier should reasonably understand to be custom advertising.

Extended Data is data sent to the ASTP’s server by Company’s digital properties (i.e., via activation of Action Tags), regarding information sought by Company about Internet Users’ interactions with and activities and transactions on Company’s web site, which information may include, but not be limited to, pages viewed, time spent per page, time spent per session, products viewed, products purchased, and purchase amounts.

Media Data is all information personal or unique to a specific individual, including, without limitation, any information that can be used to identify or contact a specific individual, and first and last name, email address, telephone number, social security or social insurance number, location information, device identifiers, IP addresses, contact information, financial account and other financial information, date of birth, credit card and other payment card number, and online behaviors, accessed, collected, stored or otherwise processed in connection with the Media Services under these Guidelines, and include, without limitation, ASTP Cookie Data, Extended Data, and Anonymous Cookie Data.

Media Program is the scope of Media Services to be performed, which shall be performed in accordance with the terms of these Guidelines in addition to other items specifically set forth in the applicable SOW to be delivered by Supplier to Company or the applicable Company subsidiary or affiliate, including media purchases on behalf of Company or the applicable Company subsidiary or affiliate.

Media Vendors are those third party vendors that provide services for Company pursuant to agreements entered by Supplier on Company’s behalf as expressly set forth under a SOW, unless otherwise agreed upon in writing by the Parties, including, without limitation, Publishers, and data providers used in connection with any media purchases.

Prohibited Content means the prohibited content as set forth in Exhibit A.

Parties means Company and Supplier, collectively.

Publisher means third party publisher, or other entity that supplies print and/or digital content and displays advertising for consumption by consumers, including on websites, OOH (out-of-home) ads (e.g., billboards), radio and television stations and programs, and print publications.

Internet User is a person using the Internet.

Company Data includes data, information, and reports provided to Supplier or collected or stored by Supplier, its affiliates, subcontractors, or Media Vendors (including Ad networks, digital partners, DMPs, DSPs, platforms or other service providers with which Supplier has contracted on Company’s behalf for the placement of media) in performing the Services, including without limitation, any Media Vendor and media rates, discount history and calculation, usage, performance and traffic data, tagging data, code and structure, click-through rates and conversions, IP addresses, or activity data of recipients, including personally identifiable information, tracking data and all lists or other records containing any such information, even if such information is aggregated, or other data or information derived or collected by Supplier and any of the foregoing entities from or on behalf of Company or from the delivery of advertisements for Company, whether through the use of HTML/JavaScript tags, cookies, pixels, clear GIFs, log files, web beacons or other tracing or tracking files placed on destination sites, or through any other means. Company Data shall be deemed Company’s confidential information.

Media Services generally, unless otherwise set forth in the Agreement, Supplier shall perform the following services with respect to media planning and buying: 

1. Supplier shall formulate and establish a media planning process based on research analysis, pursuant to Company’s media planning restrictions set forth in Exhibit A, for the primary purpose of efficiently and effectively planning and making media placements for Company in each market, which process shall be set forth in writing and subject to Company’s prior approval.
2. Supplier agrees that the planning, purchase, and placement of any media shall be pursuant to Company’s media planning restrictions as set forth in Exhibit A, as may be modified by Company from time to time with notice to Supplier.
3. Review all advertising placed ensuring that schedules run as ordered pursuant to the applicable specifications, including make-goods and credits to which Company is entitled, and further ensuring that any media vehicles and all media affidavits correspond to the approved schedule.
4. Review and verify all media contracts and invoices for accuracy, including, but not limited to, with respect to time, rate and spaces ordered by Supplier by procuring tearsheets of print advertising and similar customary proofs of performance from media.
5. Retain media invoices and tearsheets and similar customary proofs of performance from Media Vendors for five (5) years.
6. Provide regular updates with the relevant Company team as shall be mutually agreed upon by the Parties.
7. Provide Company with the reports as described herein, including the media affidavits, media invoices and customary proofs, and the applicable SOW.
8. Secure, obtain, and pass over to Company all available incentives.
9. Resolve billing discrepancies and negotiate rebates or make-goods when applicable.
10. Supplier shall make media and other commitments only upon Company’s issuance of an insertion order (“Order”), and shall not commit Company to more space or time than is reasonably anticipated in accordance with the media placement plan described in each applicable Order. Supplier shall not change, revise, add to, or otherwise vary any advertising materials intended for media placements without Company’s prior written consent in each instance.

1.  Invoices that include costs for media purchases shall be itemized by Company business lines, unless otherwise agreed upon in writing by the Parties.
2. Media billings shall be based on estimated expenditures; however, such estimates shall then be reconciled to actual spend.
3. Except as otherwise mutually agreed upon in writing, media estimates, invoices and all information pertaining to cost shall be provided to Company in net costs only, without markup or commission of any kind.
4. Original media billing will be based on the estimated cost of the media time or space ordered by Supplier on Company’s behalf and will be adjusted to actual amounts once the station/publication invoices have been received and processed.
5. Supplier shall obtain invoices on a timely basis for media purchased for Company after the media is published and/or broadcast and shall reconcile such invoices within one hundred eighty (180) days of such publication and/or broadcast, unless otherwise reasonably requested earlier by Company.
   
6. Supplier will calculate and report to Company any unbilled media under any closed SOWs on an annual basis within thirty (30) days after the end of each calendar year, and Supplier will pay back such unbilled media to Company by no later than sixty (60) days from the end of such year. Supplier will provide bi-annual reports on unbilled media that is set forth in open SOWs by campaign to Company across all markets using the a mutually agreed upon unbilled media template on June 1st and December 1st of each year, unless otherwise agreed upon in writing by the Parties. If Company requires additional reporting on dates other than the aforementioned dates, Supplier will coordinate with Company to identify reasonable and mutually agreed upon dates, not to exceed two (2) additional reports in each calendar year.
   

• Supplier shall pass on in full to Company, all discounts, allowances, rebates, credits, commissions, refunds or other cost reductions or similar items (“Credits”) of any kind received by Supplier, its affiliates, parents, subsidiaries as well as any person or entity in which any of the foregoing has a financial interest or investment (“Interested Parties”) (whether for prompt payment, volume purchases, combination purchases or otherwise) from any third parties providing materials or services hereunder or otherwise for the benefit of Company, regardless whether these Guidelines are in effect at the time Supplier receives such Credit in a timely manner in order for Company to avail itself of such Credit. Notwithstanding anything herein contained to the contrary, Supplier shall notify Company in writing of the availability of any Credit and the payment deadlines and other applicable terms with which Company must comply in order to receive such Credit, and Supplier shall invoice Company sufficiently in advance for the applicable costs so that Company can provide Supplier with funds in time to take full advantage of such Credit. Unless otherwise agreed to in writing by Company, upon payment by Company to Supplier, Supplier shall pay the amount due to the Media Vendor within a commercially reasonable timeframe. Supplier will not intentionally hold the funds or use them for any other purpose. Supplier will give Company prompt, complete and written disclosure of all Credits related to Company’s advertising spend, including, without limitation, prompt or early payment discounts. In addition, unless otherwise agreed in the Agreement, Company shall not be required to pay Supplier any markups, commissions, overhead, or profit of any kind on any third-party charges.
  

1. Supplier will monitor delivery of advertising and will notify Company as soon as possible if Supplier believes that an under-delivery is likely. If advertising that was scheduled to run did not in fact run, or ran incorrectly, was under-delivered, or there exists any other problem or a media billing error, Supplier shall promptly shall confer with Company about the agreed course of conduct (e.g., cancellation, rescheduling, credit, make-good, etc.), and Supplier shall use commercially reasonable efforts to implement that decision. Pursuant to Company’s decision, Supplier will (A) credit or appropriately adjust Company’s account on the next monthly billing following resolution of said media airing problem or media billing error; (B) secure a refund from the Media Vendor and promptly make such refund to Company, or if directed by Company, reallocate the funds in connection with the purchase of other media; (C) otherwise obtain appropriate make-goods, as reasonably acceptable to Company; or (D) obtain for Company another appropriate remedy reasonably acceptable to Company.
2. Supplier agrees that it shall not accept a make-good or extend any advertisement beyond its contracted flight period without Company’s prior written consent. In the event that Company elects to accept a make-good (either with the intended advertisement or a replacement), unless prohibited by the Media Vendor’s terms, as between the Parties, Company shall have the right to determine when the make-good will run.
   
3. If Company instructs Supplier to purchase media space or time in a medium having a schedule of graduated rates and less space or time than contracted for is used so that a credit is due, Supplier shall promptly credit Company for any excess amount Company may have paid over the amount actually due at the rate earned.
   

1. During the Term, Supplier shall provide monthly reports with respect to media planning that will, at a minimum, include, where relevant and available:During the Term, Supplier shall provide monthly reports with respect to media planning that will, at a minimum, include, where relevant and available:
   
   • Estimate impressions and behavioral outcomes/deliverables (clicks, leads, transactions)
     
   • Develop insertion schedules
     
   • The following information:
     
     • Media vendor name;
       
     • Site/network purchased;
       
     • Specifics of buy (sponsorship, number of impressions, clicks), clicks aggregated in one single report and detailed by creative unit, and linked into landing page statistics;
       
     • Time period of buy;
       
     • Production specifications and contact information for trafficking;
       
     • Supplier will consult with Company as to placement opportunities, strategic and tactical goals, budgets and other related issues;
       
     • Develop campaign flighting, impression level allocation, timelines, plan presentations; Provide creative consultation (applicable direction to creative Supplier partner(s)’ units, message type, etc.);
       
     • Provide a bi-annual summary recommendation outlining goals and objectives, and how the plan addresses those goals, as well as providing key metrics mapped to those goals against which the summary report will be measured.
       
   • Data, reporting and analytics
     
     • Host and maintain unified platform to share learnings, innovative thinking and ideas, best practice, and key data management, within and between all markets.
       
     • Monthly tracking of all media mix tactics, and on-going quarterly reconciliation across all markets.
       
   • Media Spend & Activity Reporting
     
     • Cloud based database/report at the country level that can be aggregated to regional and global views.
       
   • Media Flowcharts
     
     • Cloud based flowcharts at the country level that can be aggregated to regional and global views.
       
2. During the Term, Supplier shall provide monthly reports with respect to media placement that will, at a minimum, include, where relevant and available:
   
   • Webpage (URL) placement of all impressions, and instances of non-approved placements (whitelist/blacklist);
     
   • Performance versus all agreed target metrics (for example audience, CPM, clickthrough rates, keywords);
     
   • Declaration of all audience extension/sourced traffic unless otherwise agreed by the Parties;
     
   • Viewability rates at the agreed standards (for example, percentage of advertisement and duration), after deduction of invalid traffic (for example, invalid impressions);
     
   • Presence of invalid traffic by media owner/webpage;
     
   • Reporting of underperformance of trades based on viewable impressions, with associated compensation methodology;
     
   • Completion rates for all online video;
     
   • Actual net cost of all placements by media owner/site and format, in aggregated and individual form;
     
   • Click-through rates or other agreed metrics by media owner/site and format.
     
   • Actualized media data needed for any marketing mix model that shall be reasonably requested by Company, such as:
     
     • Country: XXXXXXXXX (as may be identified in the Agreement)
       
     • Update Frequency: Quarterly
       
     • Periodicity of Data: Weekly
       
     • Metrics: Spend, Impressions and GRPs
       
     • Accurate coding of data: per Company’s paid media data hierarchies
       
     • Geo-level: Media markets and National
       
     • Data accuracy requirements:
       
       • Data QC and explanation of discrepancies between media reporting and actualized media data for marketing mix model.
         
       • Explanation of any deviation in CPP and CPM from norms.
         

For print advertising, including consumer and trade magazines and newspapers, the supplier will:

1. Project audience delivery and monitor circulation levels;
2. Construct and order insertion schedules based on Company’s budget;
3. Forward insertion schedules summaries to Company;
4. Consult with Company as to placement opportunities, strategic goals, budgets and related issues, and purchase media according to Company’s instructions;
5. Provide Company with post-buy reports, specifying the delivery of the media purchased.

An action tag is a piece of html code, also referred to as a Web beacon, that when rendered by a browser displaying the Web page on which it is placed, calls the ASTP server for a transparent 1x1 pixel .gif file that allows such server to set and/or read a ASTP Cookie.

The term ad is an advertisement provided by, or on behalf of, Company to Supplier pursuant to these Guidelines. Ads include, but are not limited to, graphical advertising (e.g., banner Ads and other creative), text links and search engine placement.

Anonymous cookie data is data elements of ASTP Cookie Data that have been de-identified such that the intent is that a person cannot be identified by the ASTP Cookie Data alone or in combination with any other reasonably available information.

An Ad Serving Technology Provider (ASTP) is a third-party technology provider with whom Supplier has a contractual relationship to enable Supplier to serve Company’s Ads and track and store ASTP Cookie Data and Extended Data, including without limitation, demand-side platforms (DSPs), supply-side platforms (SSPs) and other like Ad serving technology platforms.

An ASTP cookie is an alphanumeric identifier that is assigned to an Internet User’s computer and contained in a file on the Internet User’s cookie subdirectory, which is placed on the Internet User’s computer and/or recorded by the ASTP when such computer is in communication with the ASTP’s Ad server (i.e.¸ when Ads are served or clicked on and when Action Tags are activated).

ASTP Cookie Data is data gathered through the recording of Ad impressions delivered, Ads clicked on, and Action Tags that are activated, through use of the ASTP’s technology and performance of the digital media services here under.

Custom Advertising is advertising, content, or other materials that are procured specifically for Company by Supplier on its own or through a Media Vendor and includes, without limitation, native advertising, sweepstakes and other promotions, campaigns and materials using Company Data, custom content created by Media Vendors as part of a media buy in which Company’s intellectual property rights are integrated, custom content of which Company is a sponsor, and any other advertising or content that Supplier should reasonably understand to be custom advertising.

Extended Data is data sent to the ASTP’s server by Company’s digital properties (i.e., via activation of Action Tags), regarding information sought by Company about Internet Users’ interactions with and activities and transactions on Company’s web site, which information may include, but not be limited to, pages viewed, time spent per page, time spent per session, products viewed, products purchased, and purchase amounts.

Media Data is all information personal or unique to a specific individual, including, without limitation, any information that can be used to identify or contact a specific individual, and first and last name, email address, telephone number, social security or social insurance number, location information, device identifiers, IP addresses, contact information, financial account and other financial information, date of birth, credit card and other payment card number, and online behaviors, accessed, collected, stored or otherwise processed in connection with the Media Services under these Guidelines, and include, without limitation, ASTP Cookie Data, Extended Data, and Anonymous Cookie Data.

Media Program is the scope of Media Services to be performed, which shall be performed in accordance with the terms of these Guidelines in addition to other items specifically set forth in the applicable SOW to be delivered by Supplier to Company or the applicable Company subsidiary or affiliate, including media purchases on behalf of Company or the applicable Company subsidiary or affiliate.

Media Vendors are those third party vendors that provide services for Company pursuant to agreements entered by Supplier on Company’s behalf as expressly set forth under a SOW, unless otherwise agreed upon in writing by the Parties, including, without limitation, Publishers, and data providers used in connection with any media purchases.

Prohibited Content means the prohibited content as set forth in Exhibit A.

Parties means Company and Supplier, collectively.

Publisher means third party publisher, or other entity that supplies print and/or digital content and displays advertising for consumption by consumers, including on websites, OOH (out-of-home) ads (e.g., billboards), radio and television stations and programs, and print publications.

Internet User is a person using the Internet.

Company Data includes data, information, and reports provided to Supplier or collected or stored by Supplier, its affiliates, subcontractors, or Media Vendors (including Ad networks, digital partners, DMPs, DSPs, platforms or other service providers with which Supplier has contracted on Company’s behalf for the placement of media) in performing the Services, including without limitation, any Media Vendor and media rates, discount history and calculation, usage, performance and traffic data, tagging data, code and structure, click-through rates and conversions, IP addresses, or activity data of recipients, including personally identifiable information, tracking data and all lists or other records containing any such information, even if such information is aggregated, or other data or information derived or collected by Supplier and any of the foregoing entities from or on behalf of Company or from the delivery of advertisements for Company, whether through the use of HTML/JavaScript tags, cookies, pixels, clear GIFs, log files, web beacons or other tracing or tracking files placed on destination sites, or through any other means. Company Data shall be deemed Company’s confidential information.

Media Services generally, unless otherwise set forth in the Agreement, Supplier shall perform the following services with respect to media planning and buying: 

1. Supplier shall formulate and establish a media planning process based on research analysis, pursuant to Company’s media planning restrictions set forth in Exhibit A, for the primary purpose of efficiently and effectively planning and making media placements for Company in each market, which process shall be set forth in writing and subject to Company’s prior approval.
2. Supplier agrees that the planning, purchase, and placement of any media shall be pursuant to Company’s media planning restrictions as set forth in Exhibit A, as may be modified by Company from time to time with notice to Supplier.
3. Review all advertising placed ensuring that schedules run as ordered pursuant to the applicable specifications, including make-goods and credits to which Company is entitled, and further ensuring that any media vehicles and all media affidavits correspond to the approved schedule.
4. Review and verify all media contracts and invoices for accuracy, including, but not limited to, with respect to time, rate and spaces ordered by Supplier by procuring tearsheets of print advertising and similar customary proofs of performance from media.
5. Retain media invoices and tearsheets and similar customary proofs of performance from Media Vendors for five (5) years.
6. Provide regular updates with the relevant Company team as shall be mutually agreed upon by the Parties.
7. Provide Company with the reports as described herein, including the media affidavits, media invoices and customary proofs, and the applicable SOW.
8. Secure, obtain, and pass over to Company all available incentives.
9. Resolve billing discrepancies and negotiate rebates or make-goods when applicable.
10. Supplier shall make media and other commitments only upon Company’s issuance of an insertion order (“Order”), and shall not commit Company to more space or time than is reasonably anticipated in accordance with the media placement plan described in each applicable Order. Supplier shall not change, revise, add to, or otherwise vary any advertising materials intended for media placements without Company’s prior written consent in each instance.

1.  Invoices that include costs for media purchases shall be itemized by Company business lines, unless otherwise agreed upon in writing by the Parties.
2. Media billings shall be based on estimated expenditures; however, such estimates shall then be reconciled to actual spend.
3. Except as otherwise mutually agreed upon in writing, media estimates, invoices and all information pertaining to cost shall be provided to Company in net costs only, without markup or commission of any kind.
4. Original media billing will be based on the estimated cost of the media time or space ordered by Supplier on Company’s behalf and will be adjusted to actual amounts once the station/publication invoices have been received and processed.
5. Supplier shall obtain invoices on a timely basis for media purchased for Company after the media is published and/or broadcast and shall reconcile such invoices within one hundred eighty (180) days of such publication and/or broadcast, unless otherwise reasonably requested earlier by Company.
   
6. Supplier will calculate and report to Company any unbilled media under any closed SOWs on an annual basis within thirty (30) days after the end of each calendar year, and Supplier will pay back such unbilled media to Company by no later than sixty (60) days from the end of such year. Supplier will provide bi-annual reports on unbilled media that is set forth in open SOWs by campaign to Company across all markets using the a mutually agreed upon unbilled media template on June 1st and December 1st of each year, unless otherwise agreed upon in writing by the Parties. If Company requires additional reporting on dates other than the aforementioned dates, Supplier will coordinate with Company to identify reasonable and mutually agreed upon dates, not to exceed two (2) additional reports in each calendar year.
   

• Supplier shall pass on in full to Company, all discounts, allowances, rebates, credits, commissions, refunds or other cost reductions or similar items (“Credits”) of any kind received by Supplier, its affiliates, parents, subsidiaries as well as any person or entity in which any of the foregoing has a financial interest or investment (“Interested Parties”) (whether for prompt payment, volume purchases, combination purchases or otherwise) from any third parties providing materials or services hereunder or otherwise for the benefit of Company, regardless whether these Guidelines are in effect at the time Supplier receives such Credit in a timely manner in order for Company to avail itself of such Credit. Notwithstanding anything herein contained to the contrary, Supplier shall notify Company in writing of the availability of any Credit and the payment deadlines and other applicable terms with which Company must comply in order to receive such Credit, and Supplier shall invoice Company sufficiently in advance for the applicable costs so that Company can provide Supplier with funds in time to take full advantage of such Credit. Unless otherwise agreed to in writing by Company, upon payment by Company to Supplier, Supplier shall pay the amount due to the Media Vendor within a commercially reasonable timeframe. Supplier will not intentionally hold the funds or use them for any other purpose. Supplier will give Company prompt, complete and written disclosure of all Credits related to Company’s advertising spend, including, without limitation, prompt or early payment discounts. In addition, unless otherwise agreed in the Agreement, Company shall not be required to pay Supplier any markups, commissions, overhead, or profit of any kind on any third-party charges.
  

1. Supplier will monitor delivery of advertising and will notify Company as soon as possible if Supplier believes that an under-delivery is likely. If advertising that was scheduled to run did not in fact run, or ran incorrectly, was under-delivered, or there exists any other problem or a media billing error, Supplier shall promptly shall confer with Company about the agreed course of conduct (e.g., cancellation, rescheduling, credit, make-good, etc.), and Supplier shall use commercially reasonable efforts to implement that decision. Pursuant to Company’s decision, Supplier will (A) credit or appropriately adjust Company’s account on the next monthly billing following resolution of said media airing problem or media billing error; (B) secure a refund from the Media Vendor and promptly make such refund to Company, or if directed by Company, reallocate the funds in connection with the purchase of other media; (C) otherwise obtain appropriate make-goods, as reasonably acceptable to Company; or (D) obtain for Company another appropriate remedy reasonably acceptable to Company.
2. Supplier agrees that it shall not accept a make-good or extend any advertisement beyond its contracted flight period without Company’s prior written consent. In the event that Company elects to accept a make-good (either with the intended advertisement or a replacement), unless prohibited by the Media Vendor’s terms, as between the Parties, Company shall have the right to determine when the make-good will run.
   
3. If Company instructs Supplier to purchase media space or time in a medium having a schedule of graduated rates and less space or time than contracted for is used so that a credit is due, Supplier shall promptly credit Company for any excess amount Company may have paid over the amount actually due at the rate earned.
   

1. During the Term, Supplier shall provide monthly reports with respect to media planning that will, at a minimum, include, where relevant and available:During the Term, Supplier shall provide monthly reports with respect to media planning that will, at a minimum, include, where relevant and available:
   
   • Estimate impressions and behavioral outcomes/deliverables (clicks, leads, transactions)
     
   • Develop insertion schedules
     
   • The following information:
     
     • Media vendor name;
       
     • Site/network purchased;
       
     • Specifics of buy (sponsorship, number of impressions, clicks), clicks aggregated in one single report and detailed by creative unit, and linked into landing page statistics;
       
     • Time period of buy;
       
     • Production specifications and contact information for trafficking;
       
     • Supplier will consult with Company as to placement opportunities, strategic and tactical goals, budgets and other related issues;
       
     • Develop campaign flighting, impression level allocation, timelines, plan presentations; Provide creative consultation (applicable direction to creative Supplier partner(s)’ units, message type, etc.);
       
     • Provide a bi-annual summary recommendation outlining goals and objectives, and how the plan addresses those goals, as well as providing key metrics mapped to those goals against which the summary report will be measured.
       
   • Data, reporting and analytics
     
     • Host and maintain unified platform to share learnings, innovative thinking and ideas, best practice, and key data management, within and between all markets.
       
     • Monthly tracking of all media mix tactics, and on-going quarterly reconciliation across all markets.
       
   • Media Spend & Activity Reporting
     
     • Cloud based database/report at the country level that can be aggregated to regional and global views.
       
   • Media Flowcharts
     
     • Cloud based flowcharts at the country level that can be aggregated to regional and global views.
       
2. During the Term, Supplier shall provide monthly reports with respect to media placement that will, at a minimum, include, where relevant and available:
   
   • Webpage (URL) placement of all impressions, and instances of non-approved placements (whitelist/blacklist);
     
   • Performance versus all agreed target metrics (for example audience, CPM, clickthrough rates, keywords);
     
   • Declaration of all audience extension/sourced traffic unless otherwise agreed by the Parties;
     
   • Viewability rates at the agreed standards (for example, percentage of advertisement and duration), after deduction of invalid traffic (for example, invalid impressions);
     
   • Presence of invalid traffic by media owner/webpage;
     
   • Reporting of underperformance of trades based on viewable impressions, with associated compensation methodology;
     
   • Completion rates for all online video;
     
   • Actual net cost of all placements by media owner/site and format, in aggregated and individual form;
     
   • Click-through rates or other agreed metrics by media owner/site and format.
     
   • Actualized media data needed for any marketing mix model that shall be reasonably requested by Company, such as:
     
     • Country: XXXXXXXXX (as may be identified in the Agreement)
       
     • Update Frequency: Quarterly
       
     • Periodicity of Data: Weekly
       
     • Metrics: Spend, Impressions and GRPs
       
     • Accurate coding of data: per Company’s paid media data hierarchies
       
     • Geo-level: Media markets and National
       
     • Data accuracy requirements:
       
       • Data QC and explanation of discrepancies between media reporting and actualized media data for marketing mix model.
         
       • Explanation of any deviation in CPP and CPM from norms.
         

For print advertising, including consumer and trade magazines and newspapers, the supplier will:

1. Project audience delivery and monitor circulation levels;
2. Construct and order insertion schedules based on Company’s budget;
3. Forward insertion schedules summaries to Company;
4. Consult with Company as to placement opportunities, strategic goals, budgets and related issues, and purchase media according to Company’s instructions;
5. Provide Company with post-buy reports, specifying the delivery of the media purchased.

An action tag is a piece of html code, also referred to as a Web beacon, that when rendered by a browser displaying the Web page on which it is placed, calls the ASTP server for a transparent 1x1 pixel .gif file that allows such server to set and/or read a ASTP Cookie.

The term ad is an advertisement provided by, or on behalf of, Company to Supplier pursuant to these Guidelines. Ads include, but are not limited to, graphical advertising (e.g., banner Ads and other creative), text links and search engine placement.

Anonymous cookie data is data elements of ASTP Cookie Data that have been de-identified such that the intent is that a person cannot be identified by the ASTP Cookie Data alone or in combination with any other reasonably available information.

An Ad Serving Technology Provider (ASTP) is a third-party technology provider with whom Supplier has a contractual relationship to enable Supplier to serve Company’s Ads and track and store ASTP Cookie Data and Extended Data, including without limitation, demand-side platforms (DSPs), supply-side platforms (SSPs) and other like Ad serving technology platforms.

An ASTP cookie is an alphanumeric identifier that is assigned to an Internet User’s computer and contained in a file on the Internet User’s cookie subdirectory, which is placed on the Internet User’s computer and/or recorded by the ASTP when such computer is in communication with the ASTP’s Ad server (i.e.¸ when Ads are served or clicked on and when Action Tags are activated).

ASTP Cookie Data is data gathered through the recording of Ad impressions delivered, Ads clicked on, and Action Tags that are activated, through use of the ASTP’s technology and performance of the digital media services here under.

Custom Advertising is advertising, content, or other materials that are procured specifically for Company by Supplier on its own or through a Media Vendor and includes, without limitation, native advertising, sweepstakes and other promotions, campaigns and materials using Company Data, custom content created by Media Vendors as part of a media buy in which Company’s intellectual property rights are integrated, custom content of which Company is a sponsor, and any other advertising or content that Supplier should reasonably understand to be custom advertising.

Extended Data is data sent to the ASTP’s server by Company’s digital properties (i.e., via activation of Action Tags), regarding information sought by Company about Internet Users’ interactions with and activities and transactions on Company’s web site, which information may include, but not be limited to, pages viewed, time spent per page, time spent per session, products viewed, products purchased, and purchase amounts.

Media Data is all information personal or unique to a specific individual, including, without limitation, any information that can be used to identify or contact a specific individual, and first and last name, email address, telephone number, social security or social insurance number, location information, device identifiers, IP addresses, contact information, financial account and other financial information, date of birth, credit card and other payment card number, and online behaviors, accessed, collected, stored or otherwise processed in connection with the Media Services under these Guidelines, and include, without limitation, ASTP Cookie Data, Extended Data, and Anonymous Cookie Data.

Media Program is the scope of Media Services to be performed, which shall be performed in accordance with the terms of these Guidelines in addition to other items specifically set forth in the applicable SOW to be delivered by Supplier to Company or the applicable Company subsidiary or affiliate, including media purchases on behalf of Company or the applicable Company subsidiary or affiliate.

Media Vendors are those third party vendors that provide services for Company pursuant to agreements entered by Supplier on Company’s behalf as expressly set forth under a SOW, unless otherwise agreed upon in writing by the Parties, including, without limitation, Publishers, and data providers used in connection with any media purchases.

Prohibited Content means the prohibited content as set forth in Exhibit A.

Parties means Company and Supplier, collectively.

Publisher means third party publisher, or other entity that supplies print and/or digital content and displays advertising for consumption by consumers, including on websites, OOH (out-of-home) ads (e.g., billboards), radio and television stations and programs, and print publications.

Internet User is a person using the Internet.

Company Data includes data, information, and reports provided to Supplier or collected or stored by Supplier, its affiliates, subcontractors, or Media Vendors (including Ad networks, digital partners, DMPs, DSPs, platforms or other service providers with which Supplier has contracted on Company’s behalf for the placement of media) in performing the Services, including without limitation, any Media Vendor and media rates, discount history and calculation, usage, performance and traffic data, tagging data, code and structure, click-through rates and conversions, IP addresses, or activity data of recipients, including personally identifiable information, tracking data and all lists or other records containing any such information, even if such information is aggregated, or other data or information derived or collected by Supplier and any of the foregoing entities from or on behalf of Company or from the delivery of advertisements for Company, whether through the use of HTML/JavaScript tags, cookies, pixels, clear GIFs, log files, web beacons or other tracing or tracking files placed on destination sites, or through any other means. Company Data shall be deemed Company’s confidential information.

Media Services generally, unless otherwise set forth in the Agreement, Supplier shall perform the following services with respect to media planning and buying: 

1. Supplier shall formulate and establish a media planning process based on research analysis, pursuant to Company’s media planning restrictions set forth in Exhibit A, for the primary purpose of efficiently and effectively planning and making media placements for Company in each market, which process shall be set forth in writing and subject to Company’s prior approval.
2. Supplier agrees that the planning, purchase, and placement of any media shall be pursuant to Company’s media planning restrictions as set forth in Exhibit A, as may be modified by Company from time to time with notice to Supplier.
3. Review all advertising placed ensuring that schedules run as ordered pursuant to the applicable specifications, including make-goods and credits to which Company is entitled, and further ensuring that any media vehicles and all media affidavits correspond to the approved schedule.
4. Review and verify all media contracts and invoices for accuracy, including, but not limited to, with respect to time, rate and spaces ordered by Supplier by procuring tearsheets of print advertising and similar customary proofs of performance from media.
5. Retain media invoices and tearsheets and similar customary proofs of performance from Media Vendors for five (5) years.
6. Provide regular updates with the relevant Company team as shall be mutually agreed upon by the Parties.
7. Provide Company with the reports as described herein, including the media affidavits, media invoices and customary proofs, and the applicable SOW.
8. Secure, obtain, and pass over to Company all available incentives.
9. Resolve billing discrepancies and negotiate rebates or make-goods when applicable.
10. Supplier shall make media and other commitments only upon Company’s issuance of an insertion order (“Order”), and shall not commit Company to more space or time than is reasonably anticipated in accordance with the media placement plan described in each applicable Order. Supplier shall not change, revise, add to, or otherwise vary any advertising materials intended for media placements without Company’s prior written consent in each instance.

1.  Invoices that include costs for media purchases shall be itemized by Company business lines, unless otherwise agreed upon in writing by the Parties.
2. Media billings shall be based on estimated expenditures; however, such estimates shall then be reconciled to actual spend.
3. Except as otherwise mutually agreed upon in writing, media estimates, invoices and all information pertaining to cost shall be provided to Company in net costs only, without markup or commission of any kind.
4. Original media billing will be based on the estimated cost of the media time or space ordered by Supplier on Company’s behalf and will be adjusted to actual amounts once the station/publication invoices have been received and processed.
5. Supplier shall obtain invoices on a timely basis for media purchased for Company after the media is published and/or broadcast and shall reconcile such invoices within one hundred eighty (180) days of such publication and/or broadcast, unless otherwise reasonably requested earlier by Company.
   
6. Supplier will calculate and report to Company any unbilled media under any closed SOWs on an annual basis within thirty (30) days after the end of each calendar year, and Supplier will pay back such unbilled media to Company by no later than sixty (60) days from the end of such year. Supplier will provide bi-annual reports on unbilled media that is set forth in open SOWs by campaign to Company across all markets using the a mutually agreed upon unbilled media template on June 1st and December 1st of each year, unless otherwise agreed upon in writing by the Parties. If Company requires additional reporting on dates other than the aforementioned dates, Supplier will coordinate with Company to identify reasonable and mutually agreed upon dates, not to exceed two (2) additional reports in each calendar year.
   

• Supplier shall pass on in full to Company, all discounts, allowances, rebates, credits, commissions, refunds or other cost reductions or similar items (“Credits”) of any kind received by Supplier, its affiliates, parents, subsidiaries as well as any person or entity in which any of the foregoing has a financial interest or investment (“Interested Parties”) (whether for prompt payment, volume purchases, combination purchases or otherwise) from any third parties providing materials or services hereunder or otherwise for the benefit of Company, regardless whether these Guidelines are in effect at the time Supplier receives such Credit in a timely manner in order for Company to avail itself of such Credit. Notwithstanding anything herein contained to the contrary, Supplier shall notify Company in writing of the availability of any Credit and the payment deadlines and other applicable terms with which Company must comply in order to receive such Credit, and Supplier shall invoice Company sufficiently in advance for the applicable costs so that Company can provide Supplier with funds in time to take full advantage of such Credit. Unless otherwise agreed to in writing by Company, upon payment by Company to Supplier, Supplier shall pay the amount due to the Media Vendor within a commercially reasonable timeframe. Supplier will not intentionally hold the funds or use them for any other purpose. Supplier will give Company prompt, complete and written disclosure of all Credits related to Company’s advertising spend, including, without limitation, prompt or early payment discounts. In addition, unless otherwise agreed in the Agreement, Company shall not be required to pay Supplier any markups, commissions, overhead, or profit of any kind on any third-party charges.
  

1. Supplier will monitor delivery of advertising and will notify Company as soon as possible if Supplier believes that an under-delivery is likely. If advertising that was scheduled to run did not in fact run, or ran incorrectly, was under-delivered, or there exists any other problem or a media billing error, Supplier shall promptly shall confer with Company about the agreed course of conduct (e.g., cancellation, rescheduling, credit, make-good, etc.), and Supplier shall use commercially reasonable efforts to implement that decision. Pursuant to Company’s decision, Supplier will (A) credit or appropriately adjust Company’s account on the next monthly billing following resolution of said media airing problem or media billing error; (B) secure a refund from the Media Vendor and promptly make such refund to Company, or if directed by Company, reallocate the funds in connection with the purchase of other media; (C) otherwise obtain appropriate make-goods, as reasonably acceptable to Company; or (D) obtain for Company another appropriate remedy reasonably acceptable to Company.
2. Supplier agrees that it shall not accept a make-good or extend any advertisement beyond its contracted flight period without Company’s prior written consent. In the event that Company elects to accept a make-good (either with the intended advertisement or a replacement), unless prohibited by the Media Vendor’s terms, as between the Parties, Company shall have the right to determine when the make-good will run.
   
3. If Company instructs Supplier to purchase media space or time in a medium having a schedule of graduated rates and less space or time than contracted for is used so that a credit is due, Supplier shall promptly credit Company for any excess amount Company may have paid over the amount actually due at the rate earned.
   

1. During the Term, Supplier shall provide monthly reports with respect to media planning that will, at a minimum, include, where relevant and available:During the Term, Supplier shall provide monthly reports with respect to media planning that will, at a minimum, include, where relevant and available:
   
   • Estimate impressions and behavioral outcomes/deliverables (clicks, leads, transactions)
     
   • Develop insertion schedules
     
   • The following information:
     
     • Media vendor name;
       
     • Site/network purchased;
       
     • Specifics of buy (sponsorship, number of impressions, clicks), clicks aggregated in one single report and detailed by creative unit, and linked into landing page statistics;
       
     • Time period of buy;
       
     • Production specifications and contact information for trafficking;
       
     • Supplier will consult with Company as to placement opportunities, strategic and tactical goals, budgets and other related issues;
       
     • Develop campaign flighting, impression level allocation, timelines, plan presentations; Provide creative consultation (applicable direction to creative Supplier partner(s)’ units, message type, etc.);
       
     • Provide a bi-annual summary recommendation outlining goals and objectives, and how the plan addresses those goals, as well as providing key metrics mapped to those goals against which the summary report will be measured.
       
   • Data, reporting and analytics
     
     • Host and maintain unified platform to share learnings, innovative thinking and ideas, best practice, and key data management, within and between all markets.
       
     • Monthly tracking of all media mix tactics, and on-going quarterly reconciliation across all markets.
       
   • Media Spend & Activity Reporting
     
     • Cloud based database/report at the country level that can be aggregated to regional and global views.
       
   • Media Flowcharts
     
     • Cloud based flowcharts at the country level that can be aggregated to regional and global views.
       
2. During the Term, Supplier shall provide monthly reports with respect to media placement that will, at a minimum, include, where relevant and available:
   
   • Webpage (URL) placement of all impressions, and instances of non-approved placements (whitelist/blacklist);
     
   • Performance versus all agreed target metrics (for example audience, CPM, clickthrough rates, keywords);
     
   • Declaration of all audience extension/sourced traffic unless otherwise agreed by the Parties;
     
   • Viewability rates at the agreed standards (for example, percentage of advertisement and duration), after deduction of invalid traffic (for example, invalid impressions);
     
   • Presence of invalid traffic by media owner/webpage;
     
   • Reporting of underperformance of trades based on viewable impressions, with associated compensation methodology;
     
   • Completion rates for all online video;
     
   • Actual net cost of all placements by media owner/site and format, in aggregated and individual form;
     
   • Click-through rates or other agreed metrics by media owner/site and format.
     
   • Actualized media data needed for any marketing mix model that shall be reasonably requested by Company, such as:
     
     • Country: XXXXXXXXX (as may be identified in the Agreement)
       
     • Update Frequency: Quarterly
       
     • Periodicity of Data: Weekly
       
     • Metrics: Spend, Impressions and GRPs
       
     • Accurate coding of data: per Company’s paid media data hierarchies
       
     • Geo-level: Media markets and National
       
     • Data accuracy requirements:
       
       • Data QC and explanation of discrepancies between media reporting and actualized media data for marketing mix model.
         
       • Explanation of any deviation in CPP and CPM from norms.
         

For print advertising, including consumer and trade magazines and newspapers, the supplier will:

1. Project audience delivery and monitor circulation levels;
2. Construct and order insertion schedules based on Company’s budget;
3. Forward insertion schedules summaries to Company;
4. Consult with Company as to placement opportunities, strategic goals, budgets and related issues, and purchase media according to Company’s instructions;
5. Provide Company with post-buy reports, specifying the delivery of the media purchased.

An action tag is a piece of html code, also referred to as a Web beacon, that when rendered by a browser displaying the Web page on which it is placed, calls the ASTP server for a transparent 1x1 pixel .gif file that allows such server to set and/or read a ASTP Cookie.

The term ad is an advertisement provided by, or on behalf of, Company to Supplier pursuant to these Guidelines. Ads include, but are not limited to, graphical advertising (e.g., banner Ads and other creative), text links and search engine placement.

Anonymous cookie data is data elements of ASTP Cookie Data that have been de-identified such that the intent is that a person cannot be identified by the ASTP Cookie Data alone or in combination with any other reasonably available information.

An Ad Serving Technology Provider (ASTP) is a third-party technology provider with whom Supplier has a contractual relationship to enable Supplier to serve Company’s Ads and track and store ASTP Cookie Data and Extended Data, including without limitation, demand-side platforms (DSPs), supply-side platforms (SSPs) and other like Ad serving technology platforms.

An ASTP cookie is an alphanumeric identifier that is assigned to an Internet User’s computer and contained in a file on the Internet User’s cookie subdirectory, which is placed on the Internet User’s computer and/or recorded by the ASTP when such computer is in communication with the ASTP’s Ad server (i.e.¸ when Ads are served or clicked on and when Action Tags are activated).

ASTP Cookie Data is data gathered through the recording of Ad impressions delivered, Ads clicked on, and Action Tags that are activated, through use of the ASTP’s technology and performance of the digital media services here under.

Custom Advertising is advertising, content, or other materials that are procured specifically for Company by Supplier on its own or through a Media Vendor and includes, without limitation, native advertising, sweepstakes and other promotions, campaigns and materials using Company Data, custom content created by Media Vendors as part of a media buy in which Company’s intellectual property rights are integrated, custom content of which Company is a sponsor, and any other advertising or content that Supplier should reasonably understand to be custom advertising.

Extended Data is data sent to the ASTP’s server by Company’s digital properties (i.e., via activation of Action Tags), regarding information sought by Company about Internet Users’ interactions with and activities and transactions on Company’s web site, which information may include, but not be limited to, pages viewed, time spent per page, time spent per session, products viewed, products purchased, and purchase amounts.

Media Data is all information personal or unique to a specific individual, including, without limitation, any information that can be used to identify or contact a specific individual, and first and last name, email address, telephone number, social security or social insurance number, location information, device identifiers, IP addresses, contact information, financial account and other financial information, date of birth, credit card and other payment card number, and online behaviors, accessed, collected, stored or otherwise processed in connection with the Media Services under these Guidelines, and include, without limitation, ASTP Cookie Data, Extended Data, and Anonymous Cookie Data.

Media Program is the scope of Media Services to be performed, which shall be performed in accordance with the terms of these Guidelines in addition to other items specifically set forth in the applicable SOW to be delivered by Supplier to Company or the applicable Company subsidiary or affiliate, including media purchases on behalf of Company or the applicable Company subsidiary or affiliate.

Media Vendors are those third party vendors that provide services for Company pursuant to agreements entered by Supplier on Company’s behalf as expressly set forth under a SOW, unless otherwise agreed upon in writing by the Parties, including, without limitation, Publishers, and data providers used in connection with any media purchases.

Prohibited Content means the prohibited content as set forth in Exhibit A.

Parties means Company and Supplier, collectively.

Publisher means third party publisher, or other entity that supplies print and/or digital content and displays advertising for consumption by consumers, including on websites, OOH (out-of-home) ads (e.g., billboards), radio and television stations and programs, and print publications.

Internet User is a person using the Internet.

Company Data includes data, information, and reports provided to Supplier or collected or stored by Supplier, its affiliates, subcontractors, or Media Vendors (including Ad networks, digital partners, DMPs, DSPs, platforms or other service providers with which Supplier has contracted on Company’s behalf for the placement of media) in performing the Services, including without limitation, any Media Vendor and media rates, discount history and calculation, usage, performance and traffic data, tagging data, code and structure, click-through rates and conversions, IP addresses, or activity data of recipients, including personally identifiable information, tracking data and all lists or other records containing any such information, even if such information is aggregated, or other data or information derived or collected by Supplier and any of the foregoing entities from or on behalf of Company or from the delivery of advertisements for Company, whether through the use of HTML/JavaScript tags, cookies, pixels, clear GIFs, log files, web beacons or other tracing or tracking files placed on destination sites, or through any other means. Company Data shall be deemed Company’s confidential information.

Media Services generally, unless otherwise set forth in the Agreement, Supplier shall perform the following services with respect to media planning and buying: 

1. Supplier shall formulate and establish a media planning process based on research analysis, pursuant to Company’s media planning restrictions set forth in Exhibit A, for the primary purpose of efficiently and effectively planning and making media placements for Company in each market, which process shall be set forth in writing and subject to Company’s prior approval.
2. Supplier agrees that the planning, purchase, and placement of any media shall be pursuant to Company’s media planning restrictions as set forth in Exhibit A, as may be modified by Company from time to time with notice to Supplier.
3. Review all advertising placed ensuring that schedules run as ordered pursuant to the applicable specifications, including make-goods and credits to which Company is entitled, and further ensuring that any media vehicles and all media affidavits correspond to the approved schedule.
4. Review and verify all media contracts and invoices for accuracy, including, but not limited to, with respect to time, rate and spaces ordered by Supplier by procuring tearsheets of print advertising and similar customary proofs of performance from media.
5. Retain media invoices and tearsheets and similar customary proofs of performance from Media Vendors for five (5) years.
6. Provide regular updates with the relevant Company team as shall be mutually agreed upon by the Parties.
7. Provide Company with the reports as described herein, including the media affidavits, media invoices and customary proofs, and the applicable SOW.
8. Secure, obtain, and pass over to Company all available incentives.
9. Resolve billing discrepancies and negotiate rebates or make-goods when applicable.
10. Supplier shall make media and other commitments only upon Company’s issuance of an insertion order (“Order”), and shall not commit Company to more space or time than is reasonably anticipated in accordance with the media placement plan described in each applicable Order. Supplier shall not change, revise, add to, or otherwise vary any advertising materials intended for media placements without Company’s prior written consent in each instance.

1.  Invoices that include costs for media purchases shall be itemized by Company business lines, unless otherwise agreed upon in writing by the Parties.
2. Media billings shall be based on estimated expenditures; however, such estimates shall then be reconciled to actual spend.
3. Except as otherwise mutually agreed upon in writing, media estimates, invoices and all information pertaining to cost shall be provided to Company in net costs only, without markup or commission of any kind.
4. Original media billing will be based on the estimated cost of the media time or space ordered by Supplier on Company’s behalf and will be adjusted to actual amounts once the station/publication invoices have been received and processed.
5. Supplier shall obtain invoices on a timely basis for media purchased for Company after the media is published and/or broadcast and shall reconcile such invoices within one hundred eighty (180) days of such publication and/or broadcast, unless otherwise reasonably requested earlier by Company.
   
6. Supplier will calculate and report to Company any unbilled media under any closed SOWs on an annual basis within thirty (30) days after the end of each calendar year, and Supplier will pay back such unbilled media to Company by no later than sixty (60) days from the end of such year. Supplier will provide bi-annual reports on unbilled media that is set forth in open SOWs by campaign to Company across all markets using the a mutually agreed upon unbilled media template on June 1st and December 1st of each year, unless otherwise agreed upon in writing by the Parties. If Company requires additional reporting on dates other than the aforementioned dates, Supplier will coordinate with Company to identify reasonable and mutually agreed upon dates, not to exceed two (2) additional reports in each calendar year.
   

• Supplier shall pass on in full to Company, all discounts, allowances, rebates, credits, commissions, refunds or other cost reductions or similar items (“Credits”) of any kind received by Supplier, its affiliates, parents, subsidiaries as well as any person or entity in which any of the foregoing has a financial interest or investment (“Interested Parties”) (whether for prompt payment, volume purchases, combination purchases or otherwise) from any third parties providing materials or services hereunder or otherwise for the benefit of Company, regardless whether these Guidelines are in effect at the time Supplier receives such Credit in a timely manner in order for Company to avail itself of such Credit. Notwithstanding anything herein contained to the contrary, Supplier shall notify Company in writing of the availability of any Credit and the payment deadlines and other applicable terms with which Company must comply in order to receive such Credit, and Supplier shall invoice Company sufficiently in advance for the applicable costs so that Company can provide Supplier with funds in time to take full advantage of such Credit. Unless otherwise agreed to in writing by Company, upon payment by Company to Supplier, Supplier shall pay the amount due to the Media Vendor within a commercially reasonable timeframe. Supplier will not intentionally hold the funds or use them for any other purpose. Supplier will give Company prompt, complete and written disclosure of all Credits related to Company’s advertising spend, including, without limitation, prompt or early payment discounts. In addition, unless otherwise agreed in the Agreement, Company shall not be required to pay Supplier any markups, commissions, overhead, or profit of any kind on any third-party charges.
  

1. Supplier will monitor delivery of advertising and will notify Company as soon as possible if Supplier believes that an under-delivery is likely. If advertising that was scheduled to run did not in fact run, or ran incorrectly, was under-delivered, or there exists any other problem or a media billing error, Supplier shall promptly shall confer with Company about the agreed course of conduct (e.g., cancellation, rescheduling, credit, make-good, etc.), and Supplier shall use commercially reasonable efforts to implement that decision. Pursuant to Company’s decision, Supplier will (A) credit or appropriately adjust Company’s account on the next monthly billing following resolution of said media airing problem or media billing error; (B) secure a refund from the Media Vendor and promptly make such refund to Company, or if directed by Company, reallocate the funds in connection with the purchase of other media; (C) otherwise obtain appropriate make-goods, as reasonably acceptable to Company; or (D) obtain for Company another appropriate remedy reasonably acceptable to Company.
2. Supplier agrees that it shall not accept a make-good or extend any advertisement beyond its contracted flight period without Company’s prior written consent. In the event that Company elects to accept a make-good (either with the intended advertisement or a replacement), unless prohibited by the Media Vendor’s terms, as between the Parties, Company shall have the right to determine when the make-good will run.
   
3. If Company instructs Supplier to purchase media space or time in a medium having a schedule of graduated rates and less space or time than contracted for is used so that a credit is due, Supplier shall promptly credit Company for any excess amount Company may have paid over the amount actually due at the rate earned.
   

1. During the Term, Supplier shall provide monthly reports with respect to media planning that will, at a minimum, include, where relevant and available:During the Term, Supplier shall provide monthly reports with respect to media planning that will, at a minimum, include, where relevant and available:
   
   • Estimate impressions and behavioral outcomes/deliverables (clicks, leads, transactions)
     
   • Develop insertion schedules
     
   • The following information:
     
     • Media vendor name;
       
     • Site/network purchased;
       
     • Specifics of buy (sponsorship, number of impressions, clicks), clicks aggregated in one single report and detailed by creative unit, and linked into landing page statistics;
       
     • Time period of buy;
       
     • Production specifications and contact information for trafficking;
       
     • Supplier will consult with Company as to placement opportunities, strategic and tactical goals, budgets and other related issues;
       
     • Develop campaign flighting, impression level allocation, timelines, plan presentations; Provide creative consultation (applicable direction to creative Supplier partner(s)’ units, message type, etc.);
       
     • Provide a bi-annual summary recommendation outlining goals and objectives, and how the plan addresses those goals, as well as providing key metrics mapped to those goals against which the summary report will be measured.
       
   • Data, reporting and analytics
     
     • Host and maintain unified platform to share learnings, innovative thinking and ideas, best practice, and key data management, within and between all markets.
       
     • Monthly tracking of all media mix tactics, and on-going quarterly reconciliation across all markets.
       
   • Media Spend & Activity Reporting
     
     • Cloud based database/report at the country level that can be aggregated to regional and global views.
       
   • Media Flowcharts
     
     • Cloud based flowcharts at the country level that can be aggregated to regional and global views.
       
2. During the Term, Supplier shall provide monthly reports with respect to media placement that will, at a minimum, include, where relevant and available:
   
   • Webpage (URL) placement of all impressions, and instances of non-approved placements (whitelist/blacklist);
     
   • Performance versus all agreed target metrics (for example audience, CPM, clickthrough rates, keywords);
     
   • Declaration of all audience extension/sourced traffic unless otherwise agreed by the Parties;
     
   • Viewability rates at the agreed standards (for example, percentage of advertisement and duration), after deduction of invalid traffic (for example, invalid impressions);
     
   • Presence of invalid traffic by media owner/webpage;
     
   • Reporting of underperformance of trades based on viewable impressions, with associated compensation methodology;
     
   • Completion rates for all online video;
     
   • Actual net cost of all placements by media owner/site and format, in aggregated and individual form;
     
   • Click-through rates or other agreed metrics by media owner/site and format.
     
   • Actualized media data needed for any marketing mix model that shall be reasonably requested by Company, such as:
     
     • Country: XXXXXXXXX (as may be identified in the Agreement)
       
     • Update Frequency: Quarterly
       
     • Periodicity of Data: Weekly
       
     • Metrics: Spend, Impressions and GRPs
       
     • Accurate coding of data: per Company’s paid media data hierarchies
       
     • Geo-level: Media markets and National
       
     • Data accuracy requirements:
       
       • Data QC and explanation of discrepancies between media reporting and actualized media data for marketing mix model.
         
       • Explanation of any deviation in CPP and CPM from norms.
         

For print advertising, including consumer and trade magazines and newspapers, the supplier will:

1. Project audience delivery and monitor circulation levels;
2. Construct and order insertion schedules based on Company’s budget;
3. Forward insertion schedules summaries to Company;
4. Consult with Company as to placement opportunities, strategic goals, budgets and related issues, and purchase media according to Company’s instructions;
5. Provide Company with post-buy reports, specifying the delivery of the media purchased.

An action tag is a piece of html code, also referred to as a Web beacon, that when rendered by a browser displaying the Web page on which it is placed, calls the ASTP server for a transparent 1x1 pixel .gif file that allows such server to set and/or read a ASTP Cookie.

The term ad is an advertisement provided by, or on behalf of, Company to Supplier pursuant to these Guidelines. Ads include, but are not limited to, graphical advertising (e.g., banner Ads and other creative), text links and search engine placement.

Anonymous cookie data is data elements of ASTP Cookie Data that have been de-identified such that the intent is that a person cannot be identified by the ASTP Cookie Data alone or in combination with any other reasonably available information.

An Ad Serving Technology Provider (ASTP) is a third-party technology provider with whom Supplier has a contractual relationship to enable Supplier to serve Company’s Ads and track and store ASTP Cookie Data and Extended Data, including without limitation, demand-side platforms (DSPs), supply-side platforms (SSPs) and other like Ad serving technology platforms.

An ASTP cookie is an alphanumeric identifier that is assigned to an Internet User’s computer and contained in a file on the Internet User’s cookie subdirectory, which is placed on the Internet User’s computer and/or recorded by the ASTP when such computer is in communication with the ASTP’s Ad server (i.e.¸ when Ads are served or clicked on and when Action Tags are activated).

ASTP Cookie Data is data gathered through the recording of Ad impressions delivered, Ads clicked on, and Action Tags that are activated, through use of the ASTP’s technology and performance of the digital media services here under.

Custom Advertising is advertising, content, or other materials that are procured specifically for Company by Supplier on its own or through a Media Vendor and includes, without limitation, native advertising, sweepstakes and other promotions, campaigns and materials using Company Data, custom content created by Media Vendors as part of a media buy in which Company’s intellectual property rights are integrated, custom content of which Company is a sponsor, and any other advertising or content that Supplier should reasonably understand to be custom advertising.

Extended Data is data sent to the ASTP’s server by Company’s digital properties (i.e., via activation of Action Tags), regarding information sought by Company about Internet Users’ interactions with and activities and transactions on Company’s web site, which information may include, but not be limited to, pages viewed, time spent per page, time spent per session, products viewed, products purchased, and purchase amounts.

Media Data is all information personal or unique to a specific individual, including, without limitation, any information that can be used to identify or contact a specific individual, and first and last name, email address, telephone number, social security or social insurance number, location information, device identifiers, IP addresses, contact information, financial account and other financial information, date of birth, credit card and other payment card number, and online behaviors, accessed, collected, stored or otherwise processed in connection with the Media Services under these Guidelines, and include, without limitation, ASTP Cookie Data, Extended Data, and Anonymous Cookie Data.

Media Program is the scope of Media Services to be performed, which shall be performed in accordance with the terms of these Guidelines in addition to other items specifically set forth in the applicable SOW to be delivered by Supplier to Company or the applicable Company subsidiary or affiliate, including media purchases on behalf of Company or the applicable Company subsidiary or affiliate.

Media Vendors are those third party vendors that provide services for Company pursuant to agreements entered by Supplier on Company’s behalf as expressly set forth under a SOW, unless otherwise agreed upon in writing by the Parties, including, without limitation, Publishers, and data providers used in connection with any media purchases.

Prohibited Content means the prohibited content as set forth in Exhibit A.

Parties means Company and Supplier, collectively.

Publisher means third party publisher, or other entity that supplies print and/or digital content and displays advertising for consumption by consumers, including on websites, OOH (out-of-home) ads (e.g., billboards), radio and television stations and programs, and print publications.

Internet User is a person using the Internet.

Company Data includes data, information, and reports provided to Supplier or collected or stored by Supplier, its affiliates, subcontractors, or Media Vendors (including Ad networks, digital partners, DMPs, DSPs, platforms or other service providers with which Supplier has contracted on Company’s behalf for the placement of media) in performing the Services, including without limitation, any Media Vendor and media rates, discount history and calculation, usage, performance and traffic data, tagging data, code and structure, click-through rates and conversions, IP addresses, or activity data of recipients, including personally identifiable information, tracking data and all lists or other records containing any such information, even if such information is aggregated, or other data or information derived or collected by Supplier and any of the foregoing entities from or on behalf of Company or from the delivery of advertisements for Company, whether through the use of HTML/JavaScript tags, cookies, pixels, clear GIFs, log files, web beacons or other tracing or tracking files placed on destination sites, or through any other means. Company Data shall be deemed Company’s confidential information.

Media Services generally, unless otherwise set forth in the Agreement, Supplier shall perform the following services with respect to media planning and buying: 

1. Supplier shall formulate and establish a media planning process based on research analysis, pursuant to Company’s media planning restrictions set forth in Exhibit A, for the primary purpose of efficiently and effectively planning and making media placements for Company in each market, which process shall be set forth in writing and subject to Company’s prior approval.
2. Supplier agrees that the planning, purchase, and placement of any media shall be pursuant to Company’s media planning restrictions as set forth in Exhibit A, as may be modified by Company from time to time with notice to Supplier.
3. Review all advertising placed ensuring that schedules run as ordered pursuant to the applicable specifications, including make-goods and credits to which Company is entitled, and further ensuring that any media vehicles and all media affidavits correspond to the approved schedule.
4. Review and verify all media contracts and invoices for accuracy, including, but not limited to, with respect to time, rate and spaces ordered by Supplier by procuring tearsheets of print advertising and similar customary proofs of performance from media.
5. Retain media invoices and tearsheets and similar customary proofs of performance from Media Vendors for five (5) years.
6. Provide regular updates with the relevant Company team as shall be mutually agreed upon by the Parties.
7. Provide Company with the reports as described herein, including the media affidavits, media invoices and customary proofs, and the applicable SOW.
8. Secure, obtain, and pass over to Company all available incentives.
9. Resolve billing discrepancies and negotiate rebates or make-goods when applicable.
10. Supplier shall make media and other commitments only upon Company’s issuance of an insertion order (“Order”), and shall not commit Company to more space or time than is reasonably anticipated in accordance with the media placement plan described in each applicable Order. Supplier shall not change, revise, add to, or otherwise vary any advertising materials intended for media placements without Company’s prior written consent in each instance.

1.  Invoices that include costs for media purchases shall be itemized by Company business lines, unless otherwise agreed upon in writing by the Parties.
2. Media billings shall be based on estimated expenditures; however, such estimates shall then be reconciled to actual spend.
3. Except as otherwise mutually agreed upon in writing, media estimates, invoices and all information pertaining to cost shall be provided to Company in net costs only, without markup or commission of any kind.
4. Original media billing will be based on the estimated cost of the media time or space ordered by Supplier on Company’s behalf and will be adjusted to actual amounts once the station/publication invoices have been received and processed.
5. Supplier shall obtain invoices on a timely basis for media purchased for Company after the media is published and/or broadcast and shall reconcile such invoices within one hundred eighty (180) days of such publication and/or broadcast, unless otherwise reasonably requested earlier by Company.
   
6. Supplier will calculate and report to Company any unbilled media under any closed SOWs on an annual basis within thirty (30) days after the end of each calendar year, and Supplier will pay back such unbilled media to Company by no later than sixty (60) days from the end of such year. Supplier will provide bi-annual reports on unbilled media that is set forth in open SOWs by campaign to Company across all markets using the a mutually agreed upon unbilled media template on June 1st and December 1st of each year, unless otherwise agreed upon in writing by the Parties. If Company requires additional reporting on dates other than the aforementioned dates, Supplier will coordinate with Company to identify reasonable and mutually agreed upon dates, not to exceed two (2) additional reports in each calendar year.
   

• Supplier shall pass on in full to Company, all discounts, allowances, rebates, credits, commissions, refunds or other cost reductions or similar items (“Credits”) of any kind received by Supplier, its affiliates, parents, subsidiaries as well as any person or entity in which any of the foregoing has a financial interest or investment (“Interested Parties”) (whether for prompt payment, volume purchases, combination purchases or otherwise) from any third parties providing materials or services hereunder or otherwise for the benefit of Company, regardless whether these Guidelines are in effect at the time Supplier receives such Credit in a timely manner in order for Company to avail itself of such Credit. Notwithstanding anything herein contained to the contrary, Supplier shall notify Company in writing of the availability of any Credit and the payment deadlines and other applicable terms with which Company must comply in order to receive such Credit, and Supplier shall invoice Company sufficiently in advance for the applicable costs so that Company can provide Supplier with funds in time to take full advantage of such Credit. Unless otherwise agreed to in writing by Company, upon payment by Company to Supplier, Supplier shall pay the amount due to the Media Vendor within a commercially reasonable timeframe. Supplier will not intentionally hold the funds or use them for any other purpose. Supplier will give Company prompt, complete and written disclosure of all Credits related to Company’s advertising spend, including, without limitation, prompt or early payment discounts. In addition, unless otherwise agreed in the Agreement, Company shall not be required to pay Supplier any markups, commissions, overhead, or profit of any kind on any third-party charges.
  

1. Supplier will monitor delivery of advertising and will notify Company as soon as possible if Supplier believes that an under-delivery is likely. If advertising that was scheduled to run did not in fact run, or ran incorrectly, was under-delivered, or there exists any other problem or a media billing error, Supplier shall promptly shall confer with Company about the agreed course of conduct (e.g., cancellation, rescheduling, credit, make-good, etc.), and Supplier shall use commercially reasonable efforts to implement that decision. Pursuant to Company’s decision, Supplier will (A) credit or appropriately adjust Company’s account on the next monthly billing following resolution of said media airing problem or media billing error; (B) secure a refund from the Media Vendor and promptly make such refund to Company, or if directed by Company, reallocate the funds in connection with the purchase of other media; (C) otherwise obtain appropriate make-goods, as reasonably acceptable to Company; or (D) obtain for Company another appropriate remedy reasonably acceptable to Company.
2. Supplier agrees that it shall not accept a make-good or extend any advertisement beyond its contracted flight period without Company’s prior written consent. In the event that Company elects to accept a make-good (either with the intended advertisement or a replacement), unless prohibited by the Media Vendor’s terms, as between the Parties, Company shall have the right to determine when the make-good will run.
   
3. If Company instructs Supplier to purchase media space or time in a medium having a schedule of graduated rates and less space or time than contracted for is used so that a credit is due, Supplier shall promptly credit Company for any excess amount Company may have paid over the amount actually due at the rate earned.
   

1. During the Term, Supplier shall provide monthly reports with respect to media planning that will, at a minimum, include, where relevant and available:During the Term, Supplier shall provide monthly reports with respect to media planning that will, at a minimum, include, where relevant and available:
   
   • Estimate impressions and behavioral outcomes/deliverables (clicks, leads, transactions)
     
   • Develop insertion schedules
     
   • The following information:
     
     • Media vendor name;
       
     • Site/network purchased;
       
     • Specifics of buy (sponsorship, number of impressions, clicks), clicks aggregated in one single report and detailed by creative unit, and linked into landing page statistics;
       
     • Time period of buy;
       
     • Production specifications and contact information for trafficking;
       
     • Supplier will consult with Company as to placement opportunities, strategic and tactical goals, budgets and other related issues;
       
     • Develop campaign flighting, impression level allocation, timelines, plan presentations; Provide creative consultation (applicable direction to creative Supplier partner(s)’ units, message type, etc.);
       
     • Provide a bi-annual summary recommendation outlining goals and objectives, and how the plan addresses those goals, as well as providing key metrics mapped to those goals against which the summary report will be measured.
       
   • Data, reporting and analytics
     
     • Host and maintain unified platform to share learnings, innovative thinking and ideas, best practice, and key data management, within and between all markets.
       
     • Monthly tracking of all media mix tactics, and on-going quarterly reconciliation across all markets.
       
   • Media Spend & Activity Reporting
     
     • Cloud based database/report at the country level that can be aggregated to regional and global views.
       
   • Media Flowcharts
     
     • Cloud based flowcharts at the country level that can be aggregated to regional and global views.
       
2. During the Term, Supplier shall provide monthly reports with respect to media placement that will, at a minimum, include, where relevant and available:
   
   • Webpage (URL) placement of all impressions, and instances of non-approved placements (whitelist/blacklist);
     
   • Performance versus all agreed target metrics (for example audience, CPM, clickthrough rates, keywords);
     
   • Declaration of all audience extension/sourced traffic unless otherwise agreed by the Parties;
     
   • Viewability rates at the agreed standards (for example, percentage of advertisement and duration), after deduction of invalid traffic (for example, invalid impressions);
     
   • Presence of invalid traffic by media owner/webpage;
     
   • Reporting of underperformance of trades based on viewable impressions, with associated compensation methodology;
     
   • Completion rates for all online video;
     
   • Actual net cost of all placements by media owner/site and format, in aggregated and individual form;
     
   • Click-through rates or other agreed metrics by media owner/site and format.
     
   • Actualized media data needed for any marketing mix model that shall be reasonably requested by Company, such as:
     
     • Country: XXXXXXXXX (as may be identified in the Agreement)
       
     • Update Frequency: Quarterly
       
     • Periodicity of Data: Weekly
       
     • Metrics: Spend, Impressions and GRPs
       
     • Accurate coding of data: per Company’s paid media data hierarchies
       
     • Geo-level: Media markets and National
       
     • Data accuracy requirements:
       
       • Data QC and explanation of discrepancies between media reporting and actualized media data for marketing mix model.
         
       • Explanation of any deviation in CPP and CPM from norms.
         

For print advertising, including consumer and trade magazines and newspapers, the supplier will:

1. Project audience delivery and monitor circulation levels;
2. Construct and order insertion schedules based on Company’s budget;
3. Forward insertion schedules summaries to Company;
4. Consult with Company as to placement opportunities, strategic goals, budgets and related issues, and purchase media according to Company’s instructions;
5. Provide Company with post-buy reports, specifying the delivery of the media purchased.

An action tag is a piece of html code, also referred to as a Web beacon, that when rendered by a browser displaying the Web page on which it is placed, calls the ASTP server for a transparent 1x1 pixel .gif file that allows such server to set and/or read a ASTP Cookie.

The term ad is an advertisement provided by, or on behalf of, Company to Supplier pursuant to these Guidelines. Ads include, but are not limited to, graphical advertising (e.g., banner Ads and other creative), text links and search engine placement.

Anonymous cookie data is data elements of ASTP Cookie Data that have been de-identified such that the intent is that a person cannot be identified by the ASTP Cookie Data alone or in combination with any other reasonably available information.

An Ad Serving Technology Provider (ASTP) is a third-party technology provider with whom Supplier has a contractual relationship to enable Supplier to serve Company’s Ads and track and store ASTP Cookie Data and Extended Data, including without limitation, demand-side platforms (DSPs), supply-side platforms (SSPs) and other like Ad serving technology platforms.

An ASTP cookie is an alphanumeric identifier that is assigned to an Internet User’s computer and contained in a file on the Internet User’s cookie subdirectory, which is placed on the Internet User’s computer and/or recorded by the ASTP when such computer is in communication with the ASTP’s Ad server (i.e.¸ when Ads are served or clicked on and when Action Tags are activated).

ASTP Cookie Data is data gathered through the recording of Ad impressions delivered, Ads clicked on, and Action Tags that are activated, through use of the ASTP’s technology and performance of the digital media services here under.

Custom Advertising is advertising, content, or other materials that are procured specifically for Company by Supplier on its own or through a Media Vendor and includes, without limitation, native advertising, sweepstakes and other promotions, campaigns and materials using Company Data, custom content created by Media Vendors as part of a media buy in which Company’s intellectual property rights are integrated, custom content of which Company is a sponsor, and any other advertising or content that Supplier should reasonably understand to be custom advertising.

Extended Data is data sent to the ASTP’s server by Company’s digital properties (i.e., via activation of Action Tags), regarding information sought by Company about Internet Users’ interactions with and activities and transactions on Company’s web site, which information may include, but not be limited to, pages viewed, time spent per page, time spent per session, products viewed, products purchased, and purchase amounts.

Media Data is all information personal or unique to a specific individual, including, without limitation, any information that can be used to identify or contact a specific individual, and first and last name, email address, telephone number, social security or social insurance number, location information, device identifiers, IP addresses, contact information, financial account and other financial information, date of birth, credit card and other payment card number, and online behaviors, accessed, collected, stored or otherwise processed in connection with the Media Services under these Guidelines, and include, without limitation, ASTP Cookie Data, Extended Data, and Anonymous Cookie Data.

Media Program is the scope of Media Services to be performed, which shall be performed in accordance with the terms of these Guidelines in addition to other items specifically set forth in the applicable SOW to be delivered by Supplier to Company or the applicable Company subsidiary or affiliate, including media purchases on behalf of Company or the applicable Company subsidiary or affiliate.

Media Vendors are those third party vendors that provide services for Company pursuant to agreements entered by Supplier on Company’s behalf as expressly set forth under a SOW, unless otherwise agreed upon in writing by the Parties, including, without limitation, Publishers, and data providers used in connection with any media purchases.

Prohibited Content means the prohibited content as set forth in Exhibit A.

Parties means Company and Supplier, collectively.

Publisher means third party publisher, or other entity that supplies print and/or digital content and displays advertising for consumption by consumers, including on websites, OOH (out-of-home) ads (e.g., billboards), radio and television stations and programs, and print publications.

Internet User is a person using the Internet.

Company Data includes data, information, and reports provided to Supplier or collected or stored by Supplier, its affiliates, subcontractors, or Media Vendors (including Ad networks, digital partners, DMPs, DSPs, platforms or other service providers with which Supplier has contracted on Company’s behalf for the placement of media) in performing the Services, including without limitation, any Media Vendor and media rates, discount history and calculation, usage, performance and traffic data, tagging data, code and structure, click-through rates and conversions, IP addresses, or activity data of recipients, including personally identifiable information, tracking data and all lists or other records containing any such information, even if such information is aggregated, or other data or information derived or collected by Supplier and any of the foregoing entities from or on behalf of Company or from the delivery of advertisements for Company, whether through the use of HTML/JavaScript tags, cookies, pixels, clear GIFs, log files, web beacons or other tracing or tracking files placed on destination sites, or through any other means. Company Data shall be deemed Company’s confidential information.

Media Services generally, unless otherwise set forth in the Agreement, Supplier shall perform the following services with respect to media planning and buying: 

1. Supplier shall formulate and establish a media planning process based on research analysis, pursuant to Company’s media planning restrictions set forth in Exhibit A, for the primary purpose of efficiently and effectively planning and making media placements for Company in each market, which process shall be set forth in writing and subject to Company’s prior approval.
2. Supplier agrees that the planning, purchase, and placement of any media shall be pursuant to Company’s media planning restrictions as set forth in Exhibit A, as may be modified by Company from time to time with notice to Supplier.
3. Review all advertising placed ensuring that schedules run as ordered pursuant to the applicable specifications, including make-goods and credits to which Company is entitled, and further ensuring that any media vehicles and all media affidavits correspond to the approved schedule.
4. Review and verify all media contracts and invoices for accuracy, including, but not limited to, with respect to time, rate and spaces ordered by Supplier by procuring tearsheets of print advertising and similar customary proofs of performance from media.
5. Retain media invoices and tearsheets and similar customary proofs of performance from Media Vendors for five (5) years.
6. Provide regular updates with the relevant Company team as shall be mutually agreed upon by the Parties.
7. Provide Company with the reports as described herein, including the media affidavits, media invoices and customary proofs, and the applicable SOW.
8. Secure, obtain, and pass over to Company all available incentives.
9. Resolve billing discrepancies and negotiate rebates or make-goods when applicable.
10. Supplier shall make media and other commitments only upon Company’s issuance of an insertion order (“Order”), and shall not commit Company to more space or time than is reasonably anticipated in accordance with the media placement plan described in each applicable Order. Supplier shall not change, revise, add to, or otherwise vary any advertising materials intended for media placements without Company’s prior written consent in each instance.

1.  Invoices that include costs for media purchases shall be itemized by Company business lines, unless otherwise agreed upon in writing by the Parties.
2. Media billings shall be based on estimated expenditures; however, such estimates shall then be reconciled to actual spend.
3. Except as otherwise mutually agreed upon in writing, media estimates, invoices and all information pertaining to cost shall be provided to Company in net costs only, without markup or commission of any kind.
4. Original media billing will be based on the estimated cost of the media time or space ordered by Supplier on Company’s behalf and will be adjusted to actual amounts once the station/publication invoices have been received and processed.
5. Supplier shall obtain invoices on a timely basis for media purchased for Company after the media is published and/or broadcast and shall reconcile such invoices within one hundred eighty (180) days of such publication and/or broadcast, unless otherwise reasonably requested earlier by Company.
   
6. Supplier will calculate and report to Company any unbilled media under any closed SOWs on an annual basis within thirty (30) days after the end of each calendar year, and Supplier will pay back such unbilled media to Company by no later than sixty (60) days from the end of such year. Supplier will provide bi-annual reports on unbilled media that is set forth in open SOWs by campaign to Company across all markets using the a mutually agreed upon unbilled media template on June 1st and December 1st of each year, unless otherwise agreed upon in writing by the Parties. If Company requires additional reporting on dates other than the aforementioned dates, Supplier will coordinate with Company to identify reasonable and mutually agreed upon dates, not to exceed two (2) additional reports in each calendar year.
   

• Supplier shall pass on in full to Company, all discounts, allowances, rebates, credits, commissions, refunds or other cost reductions or similar items (“Credits”) of any kind received by Supplier, its affiliates, parents, subsidiaries as well as any person or entity in which any of the foregoing has a financial interest or investment (“Interested Parties”) (whether for prompt payment, volume purchases, combination purchases or otherwise) from any third parties providing materials or services hereunder or otherwise for the benefit of Company, regardless whether these Guidelines are in effect at the time Supplier receives such Credit in a timely manner in order for Company to avail itself of such Credit. Notwithstanding anything herein contained to the contrary, Supplier shall notify Company in writing of the availability of any Credit and the payment deadlines and other applicable terms with which Company must comply in order to receive such Credit, and Supplier shall invoice Company sufficiently in advance for the applicable costs so that Company can provide Supplier with funds in time to take full advantage of such Credit. Unless otherwise agreed to in writing by Company, upon payment by Company to Supplier, Supplier shall pay the amount due to the Media Vendor within a commercially reasonable timeframe. Supplier will not intentionally hold the funds or use them for any other purpose. Supplier will give Company prompt, complete and written disclosure of all Credits related to Company’s advertising spend, including, without limitation, prompt or early payment discounts. In addition, unless otherwise agreed in the Agreement, Company shall not be required to pay Supplier any markups, commissions, overhead, or profit of any kind on any third-party charges.
  

1. Supplier will monitor delivery of advertising and will notify Company as soon as possible if Supplier believes that an under-delivery is likely. If advertising that was scheduled to run did not in fact run, or ran incorrectly, was under-delivered, or there exists any other problem or a media billing error, Supplier shall promptly shall confer with Company about the agreed course of conduct (e.g., cancellation, rescheduling, credit, make-good, etc.), and Supplier shall use commercially reasonable efforts to implement that decision. Pursuant to Company’s decision, Supplier will (A) credit or appropriately adjust Company’s account on the next monthly billing following resolution of said media airing problem or media billing error; (B) secure a refund from the Media Vendor and promptly make such refund to Company, or if directed by Company, reallocate the funds in connection with the purchase of other media; (C) otherwise obtain appropriate make-goods, as reasonably acceptable to Company; or (D) obtain for Company another appropriate remedy reasonably acceptable to Company.
2. Supplier agrees that it shall not accept a make-good or extend any advertisement beyond its contracted flight period without Company’s prior written consent. In the event that Company elects to accept a make-good (either with the intended advertisement or a replacement), unless prohibited by the Media Vendor’s terms, as between the Parties, Company shall have the right to determine when the make-good will run.
   
3. If Company instructs Supplier to purchase media space or time in a medium having a schedule of graduated rates and less space or time than contracted for is used so that a credit is due, Supplier shall promptly credit Company for any excess amount Company may have paid over the amount actually due at the rate earned.
   

1. During the Term, Supplier shall provide monthly reports with respect to media planning that will, at a minimum, include, where relevant and available:During the Term, Supplier shall provide monthly reports with respect to media planning that will, at a minimum, include, where relevant and available:
   
   • Estimate impressions and behavioral outcomes/deliverables (clicks, leads, transactions)
     
   • Develop insertion schedules
     
   • The following information:
     
     • Media vendor name;
       
     • Site/network purchased;
       
     • Specifics of buy (sponsorship, number of impressions, clicks), clicks aggregated in one single report and detailed by creative unit, and linked into landing page statistics;
       
     • Time period of buy;
       
     • Production specifications and contact information for trafficking;
       
     • Supplier will consult with Company as to placement opportunities, strategic and tactical goals, budgets and other related issues;
       
     • Develop campaign flighting, impression level allocation, timelines, plan presentations; Provide creative consultation (applicable direction to creative Supplier partner(s)’ units, message type, etc.);
       
     • Provide a bi-annual summary recommendation outlining goals and objectives, and how the plan addresses those goals, as well as providing key metrics mapped to those goals against which the summary report will be measured.
       
   • Data, reporting and analytics
     
     • Host and maintain unified platform to share learnings, innovative thinking and ideas, best practice, and key data management, within and between all markets.
       
     • Monthly tracking of all media mix tactics, and on-going quarterly reconciliation across all markets.
       
   • Media Spend & Activity Reporting
     
     • Cloud based database/report at the country level that can be aggregated to regional and global views.
       
   • Media Flowcharts
     
     • Cloud based flowcharts at the country level that can be aggregated to regional and global views.
       
2. During the Term, Supplier shall provide monthly reports with respect to media placement that will, at a minimum, include, where relevant and available:
   
   • Webpage (URL) placement of all impressions, and instances of non-approved placements (whitelist/blacklist);
     
   • Performance versus all agreed target metrics (for example audience, CPM, clickthrough rates, keywords);
     
   • Declaration of all audience extension/sourced traffic unless otherwise agreed by the Parties;
     
   • Viewability rates at the agreed standards (for example, percentage of advertisement and duration), after deduction of invalid traffic (for example, invalid impressions);
     
   • Presence of invalid traffic by media owner/webpage;
     
   • Reporting of underperformance of trades based on viewable impressions, with associated compensation methodology;
     
   • Completion rates for all online video;
     
   • Actual net cost of all placements by media owner/site and format, in aggregated and individual form;
     
   • Click-through rates or other agreed metrics by media owner/site and format.
     
   • Actualized media data needed for any marketing mix model that shall be reasonably requested by Company, such as:
     
     • Country: XXXXXXXXX (as may be identified in the Agreement)
       
     • Update Frequency: Quarterly
       
     • Periodicity of Data: Weekly
       
     • Metrics: Spend, Impressions and GRPs
       
     • Accurate coding of data: per Company’s paid media data hierarchies
       
     • Geo-level: Media markets and National
       
     • Data accuracy requirements:
       
       • Data QC and explanation of discrepancies between media reporting and actualized media data for marketing mix model.
         
       • Explanation of any deviation in CPP and CPM from norms.
         

For print advertising, including consumer and trade magazines and newspapers, the supplier will:

1. Project audience delivery and monitor circulation levels;
2. Construct and order insertion schedules based on Company’s budget;
3. Forward insertion schedules summaries to Company;
4. Consult with Company as to placement opportunities, strategic goals, budgets and related issues, and purchase media according to Company’s instructions;
5. Provide Company with post-buy reports, specifying the delivery of the media purchased.

An action tag is a piece of html code, also referred to as a Web beacon, that when rendered by a browser displaying the Web page on which it is placed, calls the ASTP server for a transparent 1x1 pixel .gif file that allows such server to set and/or read a ASTP Cookie.

The term ad is an advertisement provided by, or on behalf of, Company to Supplier pursuant to these Guidelines. Ads include, but are not limited to, graphical advertising (e.g., banner Ads and other creative), text links and search engine placement.

Anonymous cookie data is data elements of ASTP Cookie Data that have been de-identified such that the intent is that a person cannot be identified by the ASTP Cookie Data alone or in combination with any other reasonably available information.

An Ad Serving Technology Provider (ASTP) is a third-party technology provider with whom Supplier has a contractual relationship to enable Supplier to serve Company’s Ads and track and store ASTP Cookie Data and Extended Data, including without limitation, demand-side platforms (DSPs), supply-side platforms (SSPs) and other like Ad serving technology platforms.

An ASTP cookie is an alphanumeric identifier that is assigned to an Internet User’s computer and contained in a file on the Internet User’s cookie subdirectory, which is placed on the Internet User’s computer and/or recorded by the ASTP when such computer is in communication with the ASTP’s Ad server (i.e.¸ when Ads are served or clicked on and when Action Tags are activated).

ASTP Cookie Data is data gathered through the recording of Ad impressions delivered, Ads clicked on, and Action Tags that are activated, through use of the ASTP’s technology and performance of the digital media services here under.

Custom Advertising is advertising, content, or other materials that are procured specifically for Company by Supplier on its own or through a Media Vendor and includes, without limitation, native advertising, sweepstakes and other promotions, campaigns and materials using Company Data, custom content created by Media Vendors as part of a media buy in which Company’s intellectual property rights are integrated, custom content of which Company is a sponsor, and any other advertising or content that Supplier should reasonably understand to be custom advertising.

Extended Data is data sent to the ASTP’s server by Company’s digital properties (i.e., via activation of Action Tags), regarding information sought by Company about Internet Users’ interactions with and activities and transactions on Company’s web site, which information may include, but not be limited to, pages viewed, time spent per page, time spent per session, products viewed, products purchased, and purchase amounts.

Media Data is all information personal or unique to a specific individual, including, without limitation, any information that can be used to identify or contact a specific individual, and first and last name, email address, telephone number, social security or social insurance number, location information, device identifiers, IP addresses, contact information, financial account and other financial information, date of birth, credit card and other payment card number, and online behaviors, accessed, collected, stored or otherwise processed in connection with the Media Services under these Guidelines, and include, without limitation, ASTP Cookie Data, Extended Data, and Anonymous Cookie Data.

Media Program is the scope of Media Services to be performed, which shall be performed in accordance with the terms of these Guidelines in addition to other items specifically set forth in the applicable SOW to be delivered by Supplier to Company or the applicable Company subsidiary or affiliate, including media purchases on behalf of Company or the applicable Company subsidiary or affiliate.

Media Vendors are those third party vendors that provide services for Company pursuant to agreements entered by Supplier on Company’s behalf as expressly set forth under a SOW, unless otherwise agreed upon in writing by the Parties, including, without limitation, Publishers, and data providers used in connection with any media purchases.

Prohibited Content means the prohibited content as set forth in Exhibit A.

Parties means Company and Supplier, collectively.

Publisher means third party publisher, or other entity that supplies print and/or digital content and displays advertising for consumption by consumers, including on websites, OOH (out-of-home) ads (e.g., billboards), radio and television stations and programs, and print publications.

Internet User is a person using the Internet.

Company Data includes data, information, and reports provided to Supplier or collected or stored by Supplier, its affiliates, subcontractors, or Media Vendors (including Ad networks, digital partners, DMPs, DSPs, platforms or other service providers with which Supplier has contracted on Company’s behalf for the placement of media) in performing the Services, including without limitation, any Media Vendor and media rates, discount history and calculation, usage, performance and traffic data, tagging data, code and structure, click-through rates and conversions, IP addresses, or activity data of recipients, including personally identifiable information, tracking data and all lists or other records containing any such information, even if such information is aggregated, or other data or information derived or collected by Supplier and any of the foregoing entities from or on behalf of Company or from the delivery of advertisements for Company, whether through the use of HTML/JavaScript tags, cookies, pixels, clear GIFs, log files, web beacons or other tracing or tracking files placed on destination sites, or through any other means. Company Data shall be deemed Company’s confidential information.

Media Services generally, unless otherwise set forth in the Agreement, Supplier shall perform the following services with respect to media planning and buying: 

1. Supplier shall formulate and establish a media planning process based on research analysis, pursuant to Company’s media planning restrictions set forth in Exhibit A, for the primary purpose of efficiently and effectively planning and making media placements for Company in each market, which process shall be set forth in writing and subject to Company’s prior approval.
2. Supplier agrees that the planning, purchase, and placement of any media shall be pursuant to Company’s media planning restrictions as set forth in Exhibit A, as may be modified by Company from time to time with notice to Supplier.
3. Review all advertising placed ensuring that schedules run as ordered pursuant to the applicable specifications, including make-goods and credits to which Company is entitled, and further ensuring that any media vehicles and all media affidavits correspond to the approved schedule.
4. Review and verify all media contracts and invoices for accuracy, including, but not limited to, with respect to time, rate and spaces ordered by Supplier by procuring tearsheets of print advertising and similar customary proofs of performance from media.
5. Retain media invoices and tearsheets and similar customary proofs of performance from Media Vendors for five (5) years.
6. Provide regular updates with the relevant Company team as shall be mutually agreed upon by the Parties.
7. Provide Company with the reports as described herein, including the media affidavits, media invoices and customary proofs, and the applicable SOW.
8. Secure, obtain, and pass over to Company all available incentives.
9. Resolve billing discrepancies and negotiate rebates or make-goods when applicable.
10. Supplier shall make media and other commitments only upon Company’s issuance of an insertion order (“Order”), and shall not commit Company to more space or time than is reasonably anticipated in accordance with the media placement plan described in each applicable Order. Supplier shall not change, revise, add to, or otherwise vary any advertising materials intended for media placements without Company’s prior written consent in each instance.

1.  Invoices that include costs for media purchases shall be itemized by Company business lines, unless otherwise agreed upon in writing by the Parties.
2. Media billings shall be based on estimated expenditures; however, such estimates shall then be reconciled to actual spend.
3. Except as otherwise mutually agreed upon in writing, media estimates, invoices and all information pertaining to cost shall be provided to Company in net costs only, without markup or commission of any kind.
4. Original media billing will be based on the estimated cost of the media time or space ordered by Supplier on Company’s behalf and will be adjusted to actual amounts once the station/publication invoices have been received and processed.
5. Supplier shall obtain invoices on a timely basis for media purchased for Company after the media is published and/or broadcast and shall reconcile such invoices within one hundred eighty (180) days of such publication and/or broadcast, unless otherwise reasonably requested earlier by Company.
   
6. Supplier will calculate and report to Company any unbilled media under any closed SOWs on an annual basis within thirty (30) days after the end of each calendar year, and Supplier will pay back such unbilled media to Company by no later than sixty (60) days from the end of such year. Supplier will provide bi-annual reports on unbilled media that is set forth in open SOWs by campaign to Company across all markets using the a mutually agreed upon unbilled media template on June 1st and December 1st of each year, unless otherwise agreed upon in writing by the Parties. If Company requires additional reporting on dates other than the aforementioned dates, Supplier will coordinate with Company to identify reasonable and mutually agreed upon dates, not to exceed two (2) additional reports in each calendar year.
   

• Supplier shall pass on in full to Company, all discounts, allowances, rebates, credits, commissions, refunds or other cost reductions or similar items (“Credits”) of any kind received by Supplier, its affiliates, parents, subsidiaries as well as any person or entity in which any of the foregoing has a financial interest or investment (“Interested Parties”) (whether for prompt payment, volume purchases, combination purchases or otherwise) from any third parties providing materials or services hereunder or otherwise for the benefit of Company, regardless whether these Guidelines are in effect at the time Supplier receives such Credit in a timely manner in order for Company to avail itself of such Credit. Notwithstanding anything herein contained to the contrary, Supplier shall notify Company in writing of the availability of any Credit and the payment deadlines and other applicable terms with which Company must comply in order to receive such Credit, and Supplier shall invoice Company sufficiently in advance for the applicable costs so that Company can provide Supplier with funds in time to take full advantage of such Credit. Unless otherwise agreed to in writing by Company, upon payment by Company to Supplier, Supplier shall pay the amount due to the Media Vendor within a commercially reasonable timeframe. Supplier will not intentionally hold the funds or use them for any other purpose. Supplier will give Company prompt, complete and written disclosure of all Credits related to Company’s advertising spend, including, without limitation, prompt or early payment discounts. In addition, unless otherwise agreed in the Agreement, Company shall not be required to pay Supplier any markups, commissions, overhead, or profit of any kind on any third-party charges.
  

1. Supplier will monitor delivery of advertising and will notify Company as soon as possible if Supplier believes that an under-delivery is likely. If advertising that was scheduled to run did not in fact run, or ran incorrectly, was under-delivered, or there exists any other problem or a media billing error, Supplier shall promptly shall confer with Company about the agreed course of conduct (e.g., cancellation, rescheduling, credit, make-good, etc.), and Supplier shall use commercially reasonable efforts to implement that decision. Pursuant to Company’s decision, Supplier will (A) credit or appropriately adjust Company’s account on the next monthly billing following resolution of said media airing problem or media billing error; (B) secure a refund from the Media Vendor and promptly make such refund to Company, or if directed by Company, reallocate the funds in connection with the purchase of other media; (C) otherwise obtain appropriate make-goods, as reasonably acceptable to Company; or (D) obtain for Company another appropriate remedy reasonably acceptable to Company.
2. Supplier agrees that it shall not accept a make-good or extend any advertisement beyond its contracted flight period without Company’s prior written consent. In the event that Company elects to accept a make-good (either with the intended advertisement or a replacement), unless prohibited by the Media Vendor’s terms, as between the Parties, Company shall have the right to determine when the make-good will run.
   
3. If Company instructs Supplier to purchase media space or time in a medium having a schedule of graduated rates and less space or time than contracted for is used so that a credit is due, Supplier shall promptly credit Company for any excess amount Company may have paid over the amount actually due at the rate earned.
   

1. During the Term, Supplier shall provide monthly reports with respect to media planning that will, at a minimum, include, where relevant and available:During the Term, Supplier shall provide monthly reports with respect to media planning that will, at a minimum, include, where relevant and available:
   
   • Estimate impressions and behavioral outcomes/deliverables (clicks, leads, transactions)
     
   • Develop insertion schedules
     
   • The following information:
     
     • Media vendor name;
       
     • Site/network purchased;
       
     • Specifics of buy (sponsorship, number of impressions, clicks), clicks aggregated in one single report and detailed by creative unit, and linked into landing page statistics;
       
     • Time period of buy;
       
     • Production specifications and contact information for trafficking;
       
     • Supplier will consult with Company as to placement opportunities, strategic and tactical goals, budgets and other related issues;
       
     • Develop campaign flighting, impression level allocation, timelines, plan presentations; Provide creative consultation (applicable direction to creative Supplier partner(s)’ units, message type, etc.);
       
     • Provide a bi-annual summary recommendation outlining goals and objectives, and how the plan addresses those goals, as well as providing key metrics mapped to those goals against which the summary report will be measured.
       
   • Data, reporting and analytics
     
     • Host and maintain unified platform to share learnings, innovative thinking and ideas, best practice, and key data management, within and between all markets.
       
     • Monthly tracking of all media mix tactics, and on-going quarterly reconciliation across all markets.
       
   • Media Spend & Activity Reporting
     
     • Cloud based database/report at the country level that can be aggregated to regional and global views.
       
   • Media Flowcharts
     
     • Cloud based flowcharts at the country level that can be aggregated to regional and global views.
       
2. During the Term, Supplier shall provide monthly reports with respect to media placement that will, at a minimum, include, where relevant and available:
   
   • Webpage (URL) placement of all impressions, and instances of non-approved placements (whitelist/blacklist);
     
   • Performance versus all agreed target metrics (for example audience, CPM, clickthrough rates, keywords);
     
   • Declaration of all audience extension/sourced traffic unless otherwise agreed by the Parties;
     
   • Viewability rates at the agreed standards (for example, percentage of advertisement and duration), after deduction of invalid traffic (for example, invalid impressions);
     
   • Presence of invalid traffic by media owner/webpage;
     
   • Reporting of underperformance of trades based on viewable impressions, with associated compensation methodology;
     
   • Completion rates for all online video;
     
   • Actual net cost of all placements by media owner/site and format, in aggregated and individual form;
     
   • Click-through rates or other agreed metrics by media owner/site and format.
     
   • Actualized media data needed for any marketing mix model that shall be reasonably requested by Company, such as:
     
     • Country: XXXXXXXXX (as may be identified in the Agreement)
       
     • Update Frequency: Quarterly
       
     • Periodicity of Data: Weekly
       
     • Metrics: Spend, Impressions and GRPs
       
     • Accurate coding of data: per Company’s paid media data hierarchies
       
     • Geo-level: Media markets and National
       
     • Data accuracy requirements:
       
       • Data QC and explanation of discrepancies between media reporting and actualized media data for marketing mix model.
         
       • Explanation of any deviation in CPP and CPM from norms.
         

For print advertising, including consumer and trade magazines and newspapers, the supplier will:

1. Project audience delivery and monitor circulation levels;
2. Construct and order insertion schedules based on Company’s budget;
3. Forward insertion schedules summaries to Company;
4. Consult with Company as to placement opportunities, strategic goals, budgets and related issues, and purchase media according to Company’s instructions;
5. Provide Company with post-buy reports, specifying the delivery of the media purchased.

An action tag is a piece of html code, also referred to as a Web beacon, that when rendered by a browser displaying the Web page on which it is placed, calls the ASTP server for a transparent 1x1 pixel .gif file that allows such server to set and/or read a ASTP Cookie.

The term ad is an advertisement provided by, or on behalf of, Company to Supplier pursuant to these Guidelines. Ads include, but are not limited to, graphical advertising (e.g., banner Ads and other creative), text links and search engine placement.

Anonymous cookie data is data elements of ASTP Cookie Data that have been de-identified such that the intent is that a person cannot be identified by the ASTP Cookie Data alone or in combination with any other reasonably available information.

An Ad Serving Technology Provider (ASTP) is a third-party technology provider with whom Supplier has a contractual relationship to enable Supplier to serve Company’s Ads and track and store ASTP Cookie Data and Extended Data, including without limitation, demand-side platforms (DSPs), supply-side platforms (SSPs) and other like Ad serving technology platforms.

An ASTP cookie is an alphanumeric identifier that is assigned to an Internet User’s computer and contained in a file on the Internet User’s cookie subdirectory, which is placed on the Internet User’s computer and/or recorded by the ASTP when such computer is in communication with the ASTP’s Ad server (i.e.¸ when Ads are served or clicked on and when Action Tags are activated).

ASTP Cookie Data is data gathered through the recording of Ad impressions delivered, Ads clicked on, and Action Tags that are activated, through use of the ASTP’s technology and performance of the digital media services here under.

Custom Advertising is advertising, content, or other materials that are procured specifically for Company by Supplier on its own or through a Media Vendor and includes, without limitation, native advertising, sweepstakes and other promotions, campaigns and materials using Company Data, custom content created by Media Vendors as part of a media buy in which Company’s intellectual property rights are integrated, custom content of which Company is a sponsor, and any other advertising or content that Supplier should reasonably understand to be custom advertising.

Extended Data is data sent to the ASTP’s server by Company’s digital properties (i.e., via activation of Action Tags), regarding information sought by Company about Internet Users’ interactions with and activities and transactions on Company’s web site, which information may include, but not be limited to, pages viewed, time spent per page, time spent per session, products viewed, products purchased, and purchase amounts.

Media Data is all information personal or unique to a specific individual, including, without limitation, any information that can be used to identify or contact a specific individual, and first and last name, email address, telephone number, social security or social insurance number, location information, device identifiers, IP addresses, contact information, financial account and other financial information, date of birth, credit card and other payment card number, and online behaviors, accessed, collected, stored or otherwise processed in connection with the Media Services under these Guidelines, and include, without limitation, ASTP Cookie Data, Extended Data, and Anonymous Cookie Data.

Media Program is the scope of Media Services to be performed, which shall be performed in accordance with the terms of these Guidelines in addition to other items specifically set forth in the applicable SOW to be delivered by Supplier to Company or the applicable Company subsidiary or affiliate, including media purchases on behalf of Company or the applicable Company subsidiary or affiliate.

Media Vendors are those third party vendors that provide services for Company pursuant to agreements entered by Supplier on Company’s behalf as expressly set forth under a SOW, unless otherwise agreed upon in writing by the Parties, including, without limitation, Publishers, and data providers used in connection with any media purchases.

Prohibited Content means the prohibited content as set forth in Exhibit A.

Parties means Company and Supplier, collectively.

Publisher means third party publisher, or other entity that supplies print and/or digital content and displays advertising for consumption by consumers, including on websites, OOH (out-of-home) ads (e.g., billboards), radio and television stations and programs, and print publications.

Internet User is a person using the Internet.

Company Data includes data, information, and reports provided to Supplier or collected or stored by Supplier, its affiliates, subcontractors, or Media Vendors (including Ad networks, digital partners, DMPs, DSPs, platforms or other service providers with which Supplier has contracted on Company’s behalf for the placement of media) in performing the Services, including without limitation, any Media Vendor and media rates, discount history and calculation, usage, performance and traffic data, tagging data, code and structure, click-through rates and conversions, IP addresses, or activity data of recipients, including personally identifiable information, tracking data and all lists or other records containing any such information, even if such information is aggregated, or other data or information derived or collected by Supplier and any of the foregoing entities from or on behalf of Company or from the delivery of advertisements for Company, whether through the use of HTML/JavaScript tags, cookies, pixels, clear GIFs, log files, web beacons or other tracing or tracking files placed on destination sites, or through any other means. Company Data shall be deemed Company’s confidential information.

Media Services generally, unless otherwise set forth in the Agreement, Supplier shall perform the following services with respect to media planning and buying: 

1. Supplier shall formulate and establish a media planning process based on research analysis, pursuant to Company’s media planning restrictions set forth in Exhibit A, for the primary purpose of efficiently and effectively planning and making media placements for Company in each market, which process shall be set forth in writing and subject to Company’s prior approval.
2. Supplier agrees that the planning, purchase, and placement of any media shall be pursuant to Company’s media planning restrictions as set forth in Exhibit A, as may be modified by Company from time to time with notice to Supplier.
3. Review all advertising placed ensuring that schedules run as ordered pursuant to the applicable specifications, including make-goods and credits to which Company is entitled, and further ensuring that any media vehicles and all media affidavits correspond to the approved schedule.
4. Review and verify all media contracts and invoices for accuracy, including, but not limited to, with respect to time, rate and spaces ordered by Supplier by procuring tearsheets of print advertising and similar customary proofs of performance from media.
5. Retain media invoices and tearsheets and similar customary proofs of performance from Media Vendors for five (5) years.
6. Provide regular updates with the relevant Company team as shall be mutually agreed upon by the Parties.
7. Provide Company with the reports as described herein, including the media affidavits, media invoices and customary proofs, and the applicable SOW.
8. Secure, obtain, and pass over to Company all available incentives.
9. Resolve billing discrepancies and negotiate rebates or make-goods when applicable.
10. Supplier shall make media and other commitments only upon Company’s issuance of an insertion order (“Order”), and shall not commit Company to more space or time than is reasonably anticipated in accordance with the media placement plan described in each applicable Order. Supplier shall not change, revise, add to, or otherwise vary any advertising materials intended for media placements without Company’s prior written consent in each instance.

1.  Invoices that include costs for media purchases shall be itemized by Company business lines, unless otherwise agreed upon in writing by the Parties.
2. Media billings shall be based on estimated expenditures; however, such estimates shall then be reconciled to actual spend.
3. Except as otherwise mutually agreed upon in writing, media estimates, invoices and all information pertaining to cost shall be provided to Company in net costs only, without markup or commission of any kind.
4. Original media billing will be based on the estimated cost of the media time or space ordered by Supplier on Company’s behalf and will be adjusted to actual amounts once the station/publication invoices have been received and processed.
5. Supplier shall obtain invoices on a timely basis for media purchased for Company after the media is published and/or broadcast and shall reconcile such invoices within one hundred eighty (180) days of such publication and/or broadcast, unless otherwise reasonably requested earlier by Company.
   
6. Supplier will calculate and report to Company any unbilled media under any closed SOWs on an annual basis within thirty (30) days after the end of each calendar year, and Supplier will pay back such unbilled media to Company by no later than sixty (60) days from the end of such year. Supplier will provide bi-annual reports on unbilled media that is set forth in open SOWs by campaign to Company across all markets using the a mutually agreed upon unbilled media template on June 1st and December 1st of each year, unless otherwise agreed upon in writing by the Parties. If Company requires additional reporting on dates other than the aforementioned dates, Supplier will coordinate with Company to identify reasonable and mutually agreed upon dates, not to exceed two (2) additional reports in each calendar year.
   

• Supplier shall pass on in full to Company, all discounts, allowances, rebates, credits, commissions, refunds or other cost reductions or similar items (“Credits”) of any kind received by Supplier, its affiliates, parents, subsidiaries as well as any person or entity in which any of the foregoing has a financial interest or investment (“Interested Parties”) (whether for prompt payment, volume purchases, combination purchases or otherwise) from any third parties providing materials or services hereunder or otherwise for the benefit of Company, regardless whether these Guidelines are in effect at the time Supplier receives such Credit in a timely manner in order for Company to avail itself of such Credit. Notwithstanding anything herein contained to the contrary, Supplier shall notify Company in writing of the availability of any Credit and the payment deadlines and other applicable terms with which Company must comply in order to receive such Credit, and Supplier shall invoice Company sufficiently in advance for the applicable costs so that Company can provide Supplier with funds in time to take full advantage of such Credit. Unless otherwise agreed to in writing by Company, upon payment by Company to Supplier, Supplier shall pay the amount due to the Media Vendor within a commercially reasonable timeframe. Supplier will not intentionally hold the funds or use them for any other purpose. Supplier will give Company prompt, complete and written disclosure of all Credits related to Company’s advertising spend, including, without limitation, prompt or early payment discounts. In addition, unless otherwise agreed in the Agreement, Company shall not be required to pay Supplier any markups, commissions, overhead, or profit of any kind on any third-party charges.
  

1. Supplier will monitor delivery of advertising and will notify Company as soon as possible if Supplier believes that an under-delivery is likely. If advertising that was scheduled to run did not in fact run, or ran incorrectly, was under-delivered, or there exists any other problem or a media billing error, Supplier shall promptly shall confer with Company about the agreed course of conduct (e.g., cancellation, rescheduling, credit, make-good, etc.), and Supplier shall use commercially reasonable efforts to implement that decision. Pursuant to Company’s decision, Supplier will (A) credit or appropriately adjust Company’s account on the next monthly billing following resolution of said media airing problem or media billing error; (B) secure a refund from the Media Vendor and promptly make such refund to Company, or if directed by Company, reallocate the funds in connection with the purchase of other media; (C) otherwise obtain appropriate make-goods, as reasonably acceptable to Company; or (D) obtain for Company another appropriate remedy reasonably acceptable to Company.
2. Supplier agrees that it shall not accept a make-good or extend any advertisement beyond its contracted flight period without Company’s prior written consent. In the event that Company elects to accept a make-good (either with the intended advertisement or a replacement), unless prohibited by the Media Vendor’s terms, as between the Parties, Company shall have the right to determine when the make-good will run.
   
3. If Company instructs Supplier to purchase media space or time in a medium having a schedule of graduated rates and less space or time than contracted for is used so that a credit is due, Supplier shall promptly credit Company for any excess amount Company may have paid over the amount actually due at the rate earned.
   

1. During the Term, Supplier shall provide monthly reports with respect to media planning that will, at a minimum, include, where relevant and available:During the Term, Supplier shall provide monthly reports with respect to media planning that will, at a minimum, include, where relevant and available:
   
   • Estimate impressions and behavioral outcomes/deliverables (clicks, leads, transactions)
     
   • Develop insertion schedules
     
   • The following information:
     
     • Media vendor name;
       
     • Site/network purchased;
       
     • Specifics of buy (sponsorship, number of impressions, clicks), clicks aggregated in one single report and detailed by creative unit, and linked into landing page statistics;
       
     • Time period of buy;
       
     • Production specifications and contact information for trafficking;
       
     • Supplier will consult with Company as to placement opportunities, strategic and tactical goals, budgets and other related issues;
       
     • Develop campaign flighting, impression level allocation, timelines, plan presentations; Provide creative consultation (applicable direction to creative Supplier partner(s)’ units, message type, etc.);
       
     • Provide a bi-annual summary recommendation outlining goals and objectives, and how the plan addresses those goals, as well as providing key metrics mapped to those goals against which the summary report will be measured.
       
   • Data, reporting and analytics
     
     • Host and maintain unified platform to share learnings, innovative thinking and ideas, best practice, and key data management, within and between all markets.
       
     • Monthly tracking of all media mix tactics, and on-going quarterly reconciliation across all markets.
       
   • Media Spend & Activity Reporting
     
     • Cloud based database/report at the country level that can be aggregated to regional and global views.
       
   • Media Flowcharts
     
     • Cloud based flowcharts at the country level that can be aggregated to regional and global views.
       
2. During the Term, Supplier shall provide monthly reports with respect to media placement that will, at a minimum, include, where relevant and available:
   
   • Webpage (URL) placement of all impressions, and instances of non-approved placements (whitelist/blacklist);
     
   • Performance versus all agreed target metrics (for example audience, CPM, clickthrough rates, keywords);
     
   • Declaration of all audience extension/sourced traffic unless otherwise agreed by the Parties;
     
   • Viewability rates at the agreed standards (for example, percentage of advertisement and duration), after deduction of invalid traffic (for example, invalid impressions);
     
   • Presence of invalid traffic by media owner/webpage;
     
   • Reporting of underperformance of trades based on viewable impressions, with associated compensation methodology;
     
   • Completion rates for all online video;
     
   • Actual net cost of all placements by media owner/site and format, in aggregated and individual form;
     
   • Click-through rates or other agreed metrics by media owner/site and format.
     
   • Actualized media data needed for any marketing mix model that shall be reasonably requested by Company, such as:
     
     • Country: XXXXXXXXX (as may be identified in the Agreement)
       
     • Update Frequency: Quarterly
       
     • Periodicity of Data: Weekly
       
     • Metrics: Spend, Impressions and GRPs
       
     • Accurate coding of data: per Company’s paid media data hierarchies
       
     • Geo-level: Media markets and National
       
     • Data accuracy requirements:
       
       • Data QC and explanation of discrepancies between media reporting and actualized media data for marketing mix model.
         
       • Explanation of any deviation in CPP and CPM from norms.
         

For print advertising, including consumer and trade magazines and newspapers, the supplier will:

1. Project audience delivery and monitor circulation levels;
2. Construct and order insertion schedules based on Company’s budget;
3. Forward insertion schedules summaries to Company;
4. Consult with Company as to placement opportunities, strategic goals, budgets and related issues, and purchase media according to Company’s instructions;
5. Provide Company with post-buy reports, specifying the delivery of the media purchased.

An action tag is a piece of html code, also referred to as a Web beacon, that when rendered by a browser displaying the Web page on which it is placed, calls the ASTP server for a transparent 1x1 pixel .gif file that allows such server to set and/or read a ASTP Cookie.

The term ad is an advertisement provided by, or on behalf of, Company to Supplier pursuant to these Guidelines. Ads include, but are not limited to, graphical advertising (e.g., banner Ads and other creative), text links and search engine placement.

Anonymous cookie data is data elements of ASTP Cookie Data that have been de-identified such that the intent is that a person cannot be identified by the ASTP Cookie Data alone or in combination with any other reasonably available information.

An Ad Serving Technology Provider (ASTP) is a third-party technology provider with whom Supplier has a contractual relationship to enable Supplier to serve Company’s Ads and track and store ASTP Cookie Data and Extended Data, including without limitation, demand-side platforms (DSPs), supply-side platforms (SSPs) and other like Ad serving technology platforms.

An ASTP cookie is an alphanumeric identifier that is assigned to an Internet User’s computer and contained in a file on the Internet User’s cookie subdirectory, which is placed on the Internet User’s computer and/or recorded by the ASTP when such computer is in communication with the ASTP’s Ad server (i.e.¸ when Ads are served or clicked on and when Action Tags are activated).

ASTP Cookie Data is data gathered through the recording of Ad impressions delivered, Ads clicked on, and Action Tags that are activated, through use of the ASTP’s technology and performance of the digital media services here under.

Custom Advertising is advertising, content, or other materials that are procured specifically for Company by Supplier on its own or through a Media Vendor and includes, without limitation, native advertising, sweepstakes and other promotions, campaigns and materials using Company Data, custom content created by Media Vendors as part of a media buy in which Company’s intellectual property rights are integrated, custom content of which Company is a sponsor, and any other advertising or content that Supplier should reasonably understand to be custom advertising.

Extended Data is data sent to the ASTP’s server by Company’s digital properties (i.e., via activation of Action Tags), regarding information sought by Company about Internet Users’ interactions with and activities and transactions on Company’s web site, which information may include, but not be limited to, pages viewed, time spent per page, time spent per session, products viewed, products purchased, and purchase amounts.

Media Data is all information personal or unique to a specific individual, including, without limitation, any information that can be used to identify or contact a specific individual, and first and last name, email address, telephone number, social security or social insurance number, location information, device identifiers, IP addresses, contact information, financial account and other financial information, date of birth, credit card and other payment card number, and online behaviors, accessed, collected, stored or otherwise processed in connection with the Media Services under these Guidelines, and include, without limitation, ASTP Cookie Data, Extended Data, and Anonymous Cookie Data.

Media Program is the scope of Media Services to be performed, which shall be performed in accordance with the terms of these Guidelines in addition to other items specifically set forth in the applicable SOW to be delivered by Supplier to Company or the applicable Company subsidiary or affiliate, including media purchases on behalf of Company or the applicable Company subsidiary or affiliate.

Media Vendors are those third party vendors that provide services for Company pursuant to agreements entered by Supplier on Company’s behalf as expressly set forth under a SOW, unless otherwise agreed upon in writing by the Parties, including, without limitation, Publishers, and data providers used in connection with any media purchases.

Prohibited Content means the prohibited content as set forth in Exhibit A.

Parties means Company and Supplier, collectively.

Publisher means third party publisher, or other entity that supplies print and/or digital content and displays advertising for consumption by consumers, including on websites, OOH (out-of-home) ads (e.g., billboards), radio and television stations and programs, and print publications.

Internet User is a person using the Internet.

Company Data includes data, information, and reports provided to Supplier or collected or stored by Supplier, its affiliates, subcontractors, or Media Vendors (including Ad networks, digital partners, DMPs, DSPs, platforms or other service providers with which Supplier has contracted on Company’s behalf for the placement of media) in performing the Services, including without limitation, any Media Vendor and media rates, discount history and calculation, usage, performance and traffic data, tagging data, code and structure, click-through rates and conversions, IP addresses, or activity data of recipients, including personally identifiable information, tracking data and all lists or other records containing any such information, even if such information is aggregated, or other data or information derived or collected by Supplier and any of the foregoing entities from or on behalf of Company or from the delivery of advertisements for Company, whether through the use of HTML/JavaScript tags, cookies, pixels, clear GIFs, log files, web beacons or other tracing or tracking files placed on destination sites, or through any other means. Company Data shall be deemed Company’s confidential information.

Media Services generally, unless otherwise set forth in the Agreement, Supplier shall perform the following services with respect to media planning and buying: 

1. Supplier shall formulate and establish a media planning process based on research analysis, pursuant to Company’s media planning restrictions set forth in Exhibit A, for the primary purpose of efficiently and effectively planning and making media placements for Company in each market, which process shall be set forth in writing and subject to Company’s prior approval.
2. Supplier agrees that the planning, purchase, and placement of any media shall be pursuant to Company’s media planning restrictions as set forth in Exhibit A, as may be modified by Company from time to time with notice to Supplier.
3. Review all advertising placed ensuring that schedules run as ordered pursuant to the applicable specifications, including make-goods and credits to which Company is entitled, and further ensuring that any media vehicles and all media affidavits correspond to the approved schedule.
4. Review and verify all media contracts and invoices for accuracy, including, but not limited to, with respect to time, rate and spaces ordered by Supplier by procuring tearsheets of print advertising and similar customary proofs of performance from media.
5. Retain media invoices and tearsheets and similar customary proofs of performance from Media Vendors for five (5) years.
6. Provide regular updates with the relevant Company team as shall be mutually agreed upon by the Parties.
7. Provide Company with the reports as described herein, including the media affidavits, media invoices and customary proofs, and the applicable SOW.
8. Secure, obtain, and pass over to Company all available incentives.
9. Resolve billing discrepancies and negotiate rebates or make-goods when applicable.
10. Supplier shall make media and other commitments only upon Company’s issuance of an insertion order (“Order”), and shall not commit Company to more space or time than is reasonably anticipated in accordance with the media placement plan described in each applicable Order. Supplier shall not change, revise, add to, or otherwise vary any advertising materials intended for media placements without Company’s prior written consent in each instance.

1.  Invoices that include costs for media purchases shall be itemized by Company business lines, unless otherwise agreed upon in writing by the Parties.
2. Media billings shall be based on estimated expenditures; however, such estimates shall then be reconciled to actual spend.
3. Except as otherwise mutually agreed upon in writing, media estimates, invoices and all information pertaining to cost shall be provided to Company in net costs only, without markup or commission of any kind.
4. Original media billing will be based on the estimated cost of the media time or space ordered by Supplier on Company’s behalf and will be adjusted to actual amounts once the station/publication invoices have been received and processed.
5. Supplier shall obtain invoices on a timely basis for media purchased for Company after the media is published and/or broadcast and shall reconcile such invoices within one hundred eighty (180) days of such publication and/or broadcast, unless otherwise reasonably requested earlier by Company.
   
6. Supplier will calculate and report to Company any unbilled media under any closed SOWs on an annual basis within thirty (30) days after the end of each calendar year, and Supplier will pay back such unbilled media to Company by no later than sixty (60) days from the end of such year. Supplier will provide bi-annual reports on unbilled media that is set forth in open SOWs by campaign to Company across all markets using the a mutually agreed upon unbilled media template on June 1st and December 1st of each year, unless otherwise agreed upon in writing by the Parties. If Company requires additional reporting on dates other than the aforementioned dates, Supplier will coordinate with Company to identify reasonable and mutually agreed upon dates, not to exceed two (2) additional reports in each calendar year.
   

• Supplier shall pass on in full to Company, all discounts, allowances, rebates, credits, commissions, refunds or other cost reductions or similar items (“Credits”) of any kind received by Supplier, its affiliates, parents, subsidiaries as well as any person or entity in which any of the foregoing has a financial interest or investment (“Interested Parties”) (whether for prompt payment, volume purchases, combination purchases or otherwise) from any third parties providing materials or services hereunder or otherwise for the benefit of Company, regardless whether these Guidelines are in effect at the time Supplier receives such Credit in a timely manner in order for Company to avail itself of such Credit. Notwithstanding anything herein contained to the contrary, Supplier shall notify Company in writing of the availability of any Credit and the payment deadlines and other applicable terms with which Company must comply in order to receive such Credit, and Supplier shall invoice Company sufficiently in advance for the applicable costs so that Company can provide Supplier with funds in time to take full advantage of such Credit. Unless otherwise agreed to in writing by Company, upon payment by Company to Supplier, Supplier shall pay the amount due to the Media Vendor within a commercially reasonable timeframe. Supplier will not intentionally hold the funds or use them for any other purpose. Supplier will give Company prompt, complete and written disclosure of all Credits related to Company’s advertising spend, including, without limitation, prompt or early payment discounts. In addition, unless otherwise agreed in the Agreement, Company shall not be required to pay Supplier any markups, commissions, overhead, or profit of any kind on any third-party charges.
  

1. Supplier will monitor delivery of advertising and will notify Company as soon as possible if Supplier believes that an under-delivery is likely. If advertising that was scheduled to run did not in fact run, or ran incorrectly, was under-delivered, or there exists any other problem or a media billing error, Supplier shall promptly shall confer with Company about the agreed course of conduct (e.g., cancellation, rescheduling, credit, make-good, etc.), and Supplier shall use commercially reasonable efforts to implement that decision. Pursuant to Company’s decision, Supplier will (A) credit or appropriately adjust Company’s account on the next monthly billing following resolution of said media airing problem or media billing error; (B) secure a refund from the Media Vendor and promptly make such refund to Company, or if directed by Company, reallocate the funds in connection with the purchase of other media; (C) otherwise obtain appropriate make-goods, as reasonably acceptable to Company; or (D) obtain for Company another appropriate remedy reasonably acceptable to Company.
2. Supplier agrees that it shall not accept a make-good or extend any advertisement beyond its contracted flight period without Company’s prior written consent. In the event that Company elects to accept a make-good (either with the intended advertisement or a replacement), unless prohibited by the Media Vendor’s terms, as between the Parties, Company shall have the right to determine when the make-good will run.
   
3. If Company instructs Supplier to purchase media space or time in a medium having a schedule of graduated rates and less space or time than contracted for is used so that a credit is due, Supplier shall promptly credit Company for any excess amount Company may have paid over the amount actually due at the rate earned.
   

1. During the Term, Supplier shall provide monthly reports with respect to media planning that will, at a minimum, include, where relevant and available:During the Term, Supplier shall provide monthly reports with respect to media planning that will, at a minimum, include, where relevant and available:
   
   • Estimate impressions and behavioral outcomes/deliverables (clicks, leads, transactions)
     
   • Develop insertion schedules
     
   • The following information:
     
     • Media vendor name;
       
     • Site/network purchased;
       
     • Specifics of buy (sponsorship, number of impressions, clicks), clicks aggregated in one single report and detailed by creative unit, and linked into landing page statistics;
       
     • Time period of buy;
       
     • Production specifications and contact information for trafficking;
       
     • Supplier will consult with Company as to placement opportunities, strategic and tactical goals, budgets and other related issues;
       
     • Develop campaign flighting, impression level allocation, timelines, plan presentations; Provide creative consultation (applicable direction to creative Supplier partner(s)’ units, message type, etc.);
       
     • Provide a bi-annual summary recommendation outlining goals and objectives, and how the plan addresses those goals, as well as providing key metrics mapped to those goals against which the summary report will be measured.
       
   • Data, reporting and analytics
     
     • Host and maintain unified platform to share learnings, innovative thinking and ideas, best practice, and key data management, within and between all markets.
       
     • Monthly tracking of all media mix tactics, and on-going quarterly reconciliation across all markets.
       
   • Media Spend & Activity Reporting
     
     • Cloud based database/report at the country level that can be aggregated to regional and global views.
       
   • Media Flowcharts
     
     • Cloud based flowcharts at the country level that can be aggregated to regional and global views.
       
2. During the Term, Supplier shall provide monthly reports with respect to media placement that will, at a minimum, include, where relevant and available:
   
   • Webpage (URL) placement of all impressions, and instances of non-approved placements (whitelist/blacklist);
     
   • Performance versus all agreed target metrics (for example audience, CPM, clickthrough rates, keywords);
     
   • Declaration of all audience extension/sourced traffic unless otherwise agreed by the Parties;
     
   • Viewability rates at the agreed standards (for example, percentage of advertisement and duration), after deduction of invalid traffic (for example, invalid impressions);
     
   • Presence of invalid traffic by media owner/webpage;
     
   • Reporting of underperformance of trades based on viewable impressions, with associated compensation methodology;
     
   • Completion rates for all online video;
     
   • Actual net cost of all placements by media owner/site and format, in aggregated and individual form;
     
   • Click-through rates or other agreed metrics by media owner/site and format.
     
   • Actualized media data needed for any marketing mix model that shall be reasonably requested by Company, such as:
     
     • Country: XXXXXXXXX (as may be identified in the Agreement)
       
     • Update Frequency: Quarterly
       
     • Periodicity of Data: Weekly
       
     • Metrics: Spend, Impressions and GRPs
       
     • Accurate coding of data: per Company’s paid media data hierarchies
       
     • Geo-level: Media markets and National
       
     • Data accuracy requirements:
       
       • Data QC and explanation of discrepancies between media reporting and actualized media data for marketing mix model.
         
       • Explanation of any deviation in CPP and CPM from norms.
         

For print advertising, including consumer and trade magazines and newspapers, the supplier will:

1. Project audience delivery and monitor circulation levels;
2. Construct and order insertion schedules based on Company’s budget;
3. Forward insertion schedules summaries to Company;
4. Consult with Company as to placement opportunities, strategic goals, budgets and related issues, and purchase media according to Company’s instructions;
5. Provide Company with post-buy reports, specifying the delivery of the media purchased.

An action tag is a piece of html code, also referred to as a Web beacon, that when rendered by a browser displaying the Web page on which it is placed, calls the ASTP server for a transparent 1x1 pixel .gif file that allows such server to set and/or read a ASTP Cookie.

The term ad is an advertisement provided by, or on behalf of, Company to Supplier pursuant to these Guidelines. Ads include, but are not limited to, graphical advertising (e.g., banner Ads and other creative), text links and search engine placement.

Anonymous cookie data is data elements of ASTP Cookie Data that have been de-identified such that the intent is that a person cannot be identified by the ASTP Cookie Data alone or in combination with any other reasonably available information.

An Ad Serving Technology Provider (ASTP) is a third-party technology provider with whom Supplier has a contractual relationship to enable Supplier to serve Company’s Ads and track and store ASTP Cookie Data and Extended Data, including without limitation, demand-side platforms (DSPs), supply-side platforms (SSPs) and other like Ad serving technology platforms.

An ASTP cookie is an alphanumeric identifier that is assigned to an Internet User’s computer and contained in a file on the Internet User’s cookie subdirectory, which is placed on the Internet User’s computer and/or recorded by the ASTP when such computer is in communication with the ASTP’s Ad server (i.e.¸ when Ads are served or clicked on and when Action Tags are activated).

ASTP Cookie Data is data gathered through the recording of Ad impressions delivered, Ads clicked on, and Action Tags that are activated, through use of the ASTP’s technology and performance of the digital media services here under.

Custom Advertising is advertising, content, or other materials that are procured specifically for Company by Supplier on its own or through a Media Vendor and includes, without limitation, native advertising, sweepstakes and other promotions, campaigns and materials using Company Data, custom content created by Media Vendors as part of a media buy in which Company’s intellectual property rights are integrated, custom content of which Company is a sponsor, and any other advertising or content that Supplier should reasonably understand to be custom advertising.

Extended Data is data sent to the ASTP’s server by Company’s digital properties (i.e., via activation of Action Tags), regarding information sought by Company about Internet Users’ interactions with and activities and transactions on Company’s web site, which information may include, but not be limited to, pages viewed, time spent per page, time spent per session, products viewed, products purchased, and purchase amounts.

Media Data is all information personal or unique to a specific individual, including, without limitation, any information that can be used to identify or contact a specific individual, and first and last name, email address, telephone number, social security or social insurance number, location information, device identifiers, IP addresses, contact information, financial account and other financial information, date of birth, credit card and other payment card number, and online behaviors, accessed, collected, stored or otherwise processed in connection with the Media Services under these Guidelines, and include, without limitation, ASTP Cookie Data, Extended Data, and Anonymous Cookie Data.

Media Program is the scope of Media Services to be performed, which shall be performed in accordance with the terms of these Guidelines in addition to other items specifically set forth in the applicable SOW to be delivered by Supplier to Company or the applicable Company subsidiary or affiliate, including media purchases on behalf of Company or the applicable Company subsidiary or affiliate.

Media Vendors are those third party vendors that provide services for Company pursuant to agreements entered by Supplier on Company’s behalf as expressly set forth under a SOW, unless otherwise agreed upon in writing by the Parties, including, without limitation, Publishers, and data providers used in connection with any media purchases.

Prohibited Content means the prohibited content as set forth in Exhibit A.

Parties means Company and Supplier, collectively.

Publisher means third party publisher, or other entity that supplies print and/or digital content and displays advertising for consumption by consumers, including on websites, OOH (out-of-home) ads (e.g., billboards), radio and television stations and programs, and print publications.

Internet User is a person using the Internet.

Company Data includes data, information, and reports provided to Supplier or collected or stored by Supplier, its affiliates, subcontractors, or Media Vendors (including Ad networks, digital partners, DMPs, DSPs, platforms or other service providers with which Supplier has contracted on Company’s behalf for the placement of media) in performing the Services, including without limitation, any Media Vendor and media rates, discount history and calculation, usage, performance and traffic data, tagging data, code and structure, click-through rates and conversions, IP addresses, or activity data of recipients, including personally identifiable information, tracking data and all lists or other records containing any such information, even if such information is aggregated, or other data or information derived or collected by Supplier and any of the foregoing entities from or on behalf of Company or from the delivery of advertisements for Company, whether through the use of HTML/JavaScript tags, cookies, pixels, clear GIFs, log files, web beacons or other tracing or tracking files placed on destination sites, or through any other means. Company Data shall be deemed Company’s confidential information.

Media Services generally, unless otherwise set forth in the Agreement, Supplier shall perform the following services with respect to media planning and buying: 

1. Supplier shall formulate and establish a media planning process based on research analysis, pursuant to Company’s media planning restrictions set forth in Exhibit A, for the primary purpose of efficiently and effectively planning and making media placements for Company in each market, which process shall be set forth in writing and subject to Company’s prior approval.
2. Supplier agrees that the planning, purchase, and placement of any media shall be pursuant to Company’s media planning restrictions as set forth in Exhibit A, as may be modified by Company from time to time with notice to Supplier.
3. Review all advertising placed ensuring that schedules run as ordered pursuant to the applicable specifications, including make-goods and credits to which Company is entitled, and further ensuring that any media vehicles and all media affidavits correspond to the approved schedule.
4. Review and verify all media contracts and invoices for accuracy, including, but not limited to, with respect to time, rate and spaces ordered by Supplier by procuring tearsheets of print advertising and similar customary proofs of performance from media.
5. Retain media invoices and tearsheets and similar customary proofs of performance from Media Vendors for five (5) years.
6. Provide regular updates with the relevant Company team as shall be mutually agreed upon by the Parties.
7. Provide Company with the reports as described herein, including the media affidavits, media invoices and customary proofs, and the applicable SOW.
8. Secure, obtain, and pass over to Company all available incentives.
9. Resolve billing discrepancies and negotiate rebates or make-goods when applicable.
10. Supplier shall make media and other commitments only upon Company’s issuance of an insertion order (“Order”), and shall not commit Company to more space or time than is reasonably anticipated in accordance with the media placement plan described in each applicable Order. Supplier shall not change, revise, add to, or otherwise vary any advertising materials intended for media placements without Company’s prior written consent in each instance.

1.  Invoices that include costs for media purchases shall be itemized by Company business lines, unless otherwise agreed upon in writing by the Parties.
2. Media billings shall be based on estimated expenditures; however, such estimates shall then be reconciled to actual spend.
3. Except as otherwise mutually agreed upon in writing, media estimates, invoices and all information pertaining to cost shall be provided to Company in net costs only, without markup or commission of any kind.
4. Original media billing will be based on the estimated cost of the media time or space ordered by Supplier on Company’s behalf and will be adjusted to actual amounts once the station/publication invoices have been received and processed.
5. Supplier shall obtain invoices on a timely basis for media purchased for Company after the media is published and/or broadcast and shall reconcile such invoices within one hundred eighty (180) days of such publication and/or broadcast, unless otherwise reasonably requested earlier by Company.
   
6. Supplier will calculate and report to Company any unbilled media under any closed SOWs on an annual basis within thirty (30) days after the end of each calendar year, and Supplier will pay back such unbilled media to Company by no later than sixty (60) days from the end of such year. Supplier will provide bi-annual reports on unbilled media that is set forth in open SOWs by campaign to Company across all markets using the a mutually agreed upon unbilled media template on June 1st and December 1st of each year, unless otherwise agreed upon in writing by the Parties. If Company requires additional reporting on dates other than the aforementioned dates, Supplier will coordinate with Company to identify reasonable and mutually agreed upon dates, not to exceed two (2) additional reports in each calendar year.
   

• Supplier shall pass on in full to Company, all discounts, allowances, rebates, credits, commissions, refunds or other cost reductions or similar items (“Credits”) of any kind received by Supplier, its affiliates, parents, subsidiaries as well as any person or entity in which any of the foregoing has a financial interest or investment (“Interested Parties”) (whether for prompt payment, volume purchases, combination purchases or otherwise) from any third parties providing materials or services hereunder or otherwise for the benefit of Company, regardless whether these Guidelines are in effect at the time Supplier receives such Credit in a timely manner in order for Company to avail itself of such Credit. Notwithstanding anything herein contained to the contrary, Supplier shall notify Company in writing of the availability of any Credit and the payment deadlines and other applicable terms with which Company must comply in order to receive such Credit, and Supplier shall invoice Company sufficiently in advance for the applicable costs so that Company can provide Supplier with funds in time to take full advantage of such Credit. Unless otherwise agreed to in writing by Company, upon payment by Company to Supplier, Supplier shall pay the amount due to the Media Vendor within a commercially reasonable timeframe. Supplier will not intentionally hold the funds or use them for any other purpose. Supplier will give Company prompt, complete and written disclosure of all Credits related to Company’s advertising spend, including, without limitation, prompt or early payment discounts. In addition, unless otherwise agreed in the Agreement, Company shall not be required to pay Supplier any markups, commissions, overhead, or profit of any kind on any third-party charges.
  

1. Supplier will monitor delivery of advertising and will notify Company as soon as possible if Supplier believes that an under-delivery is likely. If advertising that was scheduled to run did not in fact run, or ran incorrectly, was under-delivered, or there exists any other problem or a media billing error, Supplier shall promptly shall confer with Company about the agreed course of conduct (e.g., cancellation, rescheduling, credit, make-good, etc.), and Supplier shall use commercially reasonable efforts to implement that decision. Pursuant to Company’s decision, Supplier will (A) credit or appropriately adjust Company’s account on the next monthly billing following resolution of said media airing problem or media billing error; (B) secure a refund from the Media Vendor and promptly make such refund to Company, or if directed by Company, reallocate the funds in connection with the purchase of other media; (C) otherwise obtain appropriate make-goods, as reasonably acceptable to Company; or (D) obtain for Company another appropriate remedy reasonably acceptable to Company.
2. Supplier agrees that it shall not accept a make-good or extend any advertisement beyond its contracted flight period without Company’s prior written consent. In the event that Company elects to accept a make-good (either with the intended advertisement or a replacement), unless prohibited by the Media Vendor’s terms, as between the Parties, Company shall have the right to determine when the make-good will run.
   
3. If Company instructs Supplier to purchase media space or time in a medium having a schedule of graduated rates and less space or time than contracted for is used so that a credit is due, Supplier shall promptly credit Company for any excess amount Company may have paid over the amount actually due at the rate earned.
   

1. During the Term, Supplier shall provide monthly reports with respect to media planning that will, at a minimum, include, where relevant and available:During the Term, Supplier shall provide monthly reports with respect to media planning that will, at a minimum, include, where relevant and available:
   
   • Estimate impressions and behavioral outcomes/deliverables (clicks, leads, transactions)
     
   • Develop insertion schedules
     
   • The following information:
     
     • Media vendor name;
       
     • Site/network purchased;
       
     • Specifics of buy (sponsorship, number of impressions, clicks), clicks aggregated in one single report and detailed by creative unit, and linked into landing page statistics;
       
     • Time period of buy;
       
     • Production specifications and contact information for trafficking;
       
     • Supplier will consult with Company as to placement opportunities, strategic and tactical goals, budgets and other related issues;
       
     • Develop campaign flighting, impression level allocation, timelines, plan presentations; Provide creative consultation (applicable direction to creative Supplier partner(s)’ units, message type, etc.);
       
     • Provide a bi-annual summary recommendation outlining goals and objectives, and how the plan addresses those goals, as well as providing key metrics mapped to those goals against which the summary report will be measured.
       
   • Data, reporting and analytics
     
     • Host and maintain unified platform to share learnings, innovative thinking and ideas, best practice, and key data management, within and between all markets.
       
     • Monthly tracking of all media mix tactics, and on-going quarterly reconciliation across all markets.
       
   • Media Spend & Activity Reporting
     
     • Cloud based database/report at the country level that can be aggregated to regional and global views.
       
   • Media Flowcharts
     
     • Cloud based flowcharts at the country level that can be aggregated to regional and global views.
       
2. During the Term, Supplier shall provide monthly reports with respect to media placement that will, at a minimum, include, where relevant and available:
   
   • Webpage (URL) placement of all impressions, and instances of non-approved placements (whitelist/blacklist);
     
   • Performance versus all agreed target metrics (for example audience, CPM, clickthrough rates, keywords);
     
   • Declaration of all audience extension/sourced traffic unless otherwise agreed by the Parties;
     
   • Viewability rates at the agreed standards (for example, percentage of advertisement and duration), after deduction of invalid traffic (for example, invalid impressions);
     
   • Presence of invalid traffic by media owner/webpage;
     
   • Reporting of underperformance of trades based on viewable impressions, with associated compensation methodology;
     
   • Completion rates for all online video;
     
   • Actual net cost of all placements by media owner/site and format, in aggregated and individual form;
     
   • Click-through rates or other agreed metrics by media owner/site and format.
     
   • Actualized media data needed for any marketing mix model that shall be reasonably requested by Company, such as:
     
     • Country: XXXXXXXXX (as may be identified in the Agreement)
       
     • Update Frequency: Quarterly
       
     • Periodicity of Data: Weekly
       
     • Metrics: Spend, Impressions and GRPs
       
     • Accurate coding of data: per Company’s paid media data hierarchies
       
     • Geo-level: Media markets and National
       
     • Data accuracy requirements:
       
       • Data QC and explanation of discrepancies between media reporting and actualized media data for marketing mix model.
         
       • Explanation of any deviation in CPP and CPM from norms.
         

For print advertising, including consumer and trade magazines and newspapers, the supplier will:

1. Project audience delivery and monitor circulation levels;
2. Construct and order insertion schedules based on Company’s budget;
3. Forward insertion schedules summaries to Company;
4. Consult with Company as to placement opportunities, strategic goals, budgets and related issues, and purchase media according to Company’s instructions;
5. Provide Company with post-buy reports, specifying the delivery of the media purchased.

An action tag is a piece of html code, also referred to as a Web beacon, that when rendered by a browser displaying the Web page on which it is placed, calls the ASTP server for a transparent 1x1 pixel .gif file that allows such server to set and/or read a ASTP Cookie.

The term ad is an advertisement provided by, or on behalf of, Company to Supplier pursuant to these Guidelines. Ads include, but are not limited to, graphical advertising (e.g., banner Ads and other creative), text links and search engine placement.

Anonymous cookie data is data elements of ASTP Cookie Data that have been de-identified such that the intent is that a person cannot be identified by the ASTP Cookie Data alone or in combination with any other reasonably available information.

An Ad Serving Technology Provider (ASTP) is a third-party technology provider with whom Supplier has a contractual relationship to enable Supplier to serve Company’s Ads and track and store ASTP Cookie Data and Extended Data, including without limitation, demand-side platforms (DSPs), supply-side platforms (SSPs) and other like Ad serving technology platforms.

An ASTP cookie is an alphanumeric identifier that is assigned to an Internet User’s computer and contained in a file on the Internet User’s cookie subdirectory, which is placed on the Internet User’s computer and/or recorded by the ASTP when such computer is in communication with the ASTP’s Ad server (i.e.¸ when Ads are served or clicked on and when Action Tags are activated).

ASTP Cookie Data is data gathered through the recording of Ad impressions delivered, Ads clicked on, and Action Tags that are activated, through use of the ASTP’s technology and performance of the digital media services here under.

Custom Advertising is advertising, content, or other materials that are procured specifically for Company by Supplier on its own or through a Media Vendor and includes, without limitation, native advertising, sweepstakes and other promotions, campaigns and materials using Company Data, custom content created by Media Vendors as part of a media buy in which Company’s intellectual property rights are integrated, custom content of which Company is a sponsor, and any other advertising or content that Supplier should reasonably understand to be custom advertising.

Extended Data is data sent to the ASTP’s server by Company’s digital properties (i.e., via activation of Action Tags), regarding information sought by Company about Internet Users’ interactions with and activities and transactions on Company’s web site, which information may include, but not be limited to, pages viewed, time spent per page, time spent per session, products viewed, products purchased, and purchase amounts.

Media Data is all information personal or unique to a specific individual, including, without limitation, any information that can be used to identify or contact a specific individual, and first and last name, email address, telephone number, social security or social insurance number, location information, device identifiers, IP addresses, contact information, financial account and other financial information, date of birth, credit card and other payment card number, and online behaviors, accessed, collected, stored or otherwise processed in connection with the Media Services under these Guidelines, and include, without limitation, ASTP Cookie Data, Extended Data, and Anonymous Cookie Data.

Media Program is the scope of Media Services to be performed, which shall be performed in accordance with the terms of these Guidelines in addition to other items specifically set forth in the applicable SOW to be delivered by Supplier to Company or the applicable Company subsidiary or affiliate, including media purchases on behalf of Company or the applicable Company subsidiary or affiliate.

Media Vendors are those third party vendors that provide services for Company pursuant to agreements entered by Supplier on Company’s behalf as expressly set forth under a SOW, unless otherwise agreed upon in writing by the Parties, including, without limitation, Publishers, and data providers used in connection with any media purchases.

Prohibited Content means the prohibited content as set forth in Exhibit A.

Parties means Company and Supplier, collectively.

Publisher means third party publisher, or other entity that supplies print and/or digital content and displays advertising for consumption by consumers, including on websites, OOH (out-of-home) ads (e.g., billboards), radio and television stations and programs, and print publications.

Internet User is a person using the Internet.

Company Data includes data, information, and reports provided to Supplier or collected or stored by Supplier, its affiliates, subcontractors, or Media Vendors (including Ad networks, digital partners, DMPs, DSPs, platforms or other service providers with which Supplier has contracted on Company’s behalf for the placement of media) in performing the Services, including without limitation, any Media Vendor and media rates, discount history and calculation, usage, performance and traffic data, tagging data, code and structure, click-through rates and conversions, IP addresses, or activity data of recipients, including personally identifiable information, tracking data and all lists or other records containing any such information, even if such information is aggregated, or other data or information derived or collected by Supplier and any of the foregoing entities from or on behalf of Company or from the delivery of advertisements for Company, whether through the use of HTML/JavaScript tags, cookies, pixels, clear GIFs, log files, web beacons or other tracing or tracking files placed on destination sites, or through any other means. Company Data shall be deemed Company’s confidential information.

Media Services generally, unless otherwise set forth in the Agreement, Supplier shall perform the following services with respect to media planning and buying: 

1. Supplier shall formulate and establish a media planning process based on research analysis, pursuant to Company’s media planning restrictions set forth in Exhibit A, for the primary purpose of efficiently and effectively planning and making media placements for Company in each market, which process shall be set forth in writing and subject to Company’s prior approval.
2. Supplier agrees that the planning, purchase, and placement of any media shall be pursuant to Company’s media planning restrictions as set forth in Exhibit A, as may be modified by Company from time to time with notice to Supplier.
3. Review all advertising placed ensuring that schedules run as ordered pursuant to the applicable specifications, including make-goods and credits to which Company is entitled, and further ensuring that any media vehicles and all media affidavits correspond to the approved schedule.
4. Review and verify all media contracts and invoices for accuracy, including, but not limited to, with respect to time, rate and spaces ordered by Supplier by procuring tearsheets of print advertising and similar customary proofs of performance from media.
5. Retain media invoices and tearsheets and similar customary proofs of performance from Media Vendors for five (5) years.
6. Provide regular updates with the relevant Company team as shall be mutually agreed upon by the Parties.
7. Provide Company with the reports as described herein, including the media affidavits, media invoices and customary proofs, and the applicable SOW.
8. Secure, obtain, and pass over to Company all available incentives.
9. Resolve billing discrepancies and negotiate rebates or make-goods when applicable.
10. Supplier shall make media and other commitments only upon Company’s issuance of an insertion order (“Order”), and shall not commit Company to more space or time than is reasonably anticipated in accordance with the media placement plan described in each applicable Order. Supplier shall not change, revise, add to, or otherwise vary any advertising materials intended for media placements without Company’s prior written consent in each instance.

1.  Invoices that include costs for media purchases shall be itemized by Company business lines, unless otherwise agreed upon in writing by the Parties.
2. Media billings shall be based on estimated expenditures; however, such estimates shall then be reconciled to actual spend.
3. Except as otherwise mutually agreed upon in writing, media estimates, invoices and all information pertaining to cost shall be provided to Company in net costs only, without markup or commission of any kind.
4. Original media billing will be based on the estimated cost of the media time or space ordered by Supplier on Company’s behalf and will be adjusted to actual amounts once the station/publication invoices have been received and processed.
5. Supplier shall obtain invoices on a timely basis for media purchased for Company after the media is published and/or broadcast and shall reconcile such invoices within one hundred eighty (180) days of such publication and/or broadcast, unless otherwise reasonably requested earlier by Company.
   
6. Supplier will calculate and report to Company any unbilled media under any closed SOWs on an annual basis within thirty (30) days after the end of each calendar year, and Supplier will pay back such unbilled media to Company by no later than sixty (60) days from the end of such year. Supplier will provide bi-annual reports on unbilled media that is set forth in open SOWs by campaign to Company across all markets using the a mutually agreed upon unbilled media template on June 1st and December 1st of each year, unless otherwise agreed upon in writing by the Parties. If Company requires additional reporting on dates other than the aforementioned dates, Supplier will coordinate with Company to identify reasonable and mutually agreed upon dates, not to exceed two (2) additional reports in each calendar year.
   

• Supplier shall pass on in full to Company, all discounts, allowances, rebates, credits, commissions, refunds or other cost reductions or similar items (“Credits”) of any kind received by Supplier, its affiliates, parents, subsidiaries as well as any person or entity in which any of the foregoing has a financial interest or investment (“Interested Parties”) (whether for prompt payment, volume purchases, combination purchases or otherwise) from any third parties providing materials or services hereunder or otherwise for the benefit of Company, regardless whether these Guidelines are in effect at the time Supplier receives such Credit in a timely manner in order for Company to avail itself of such Credit. Notwithstanding anything herein contained to the contrary, Supplier shall notify Company in writing of the availability of any Credit and the payment deadlines and other applicable terms with which Company must comply in order to receive such Credit, and Supplier shall invoice Company sufficiently in advance for the applicable costs so that Company can provide Supplier with funds in time to take full advantage of such Credit. Unless otherwise agreed to in writing by Company, upon payment by Company to Supplier, Supplier shall pay the amount due to the Media Vendor within a commercially reasonable timeframe. Supplier will not intentionally hold the funds or use them for any other purpose. Supplier will give Company prompt, complete and written disclosure of all Credits related to Company’s advertising spend, including, without limitation, prompt or early payment discounts. In addition, unless otherwise agreed in the Agreement, Company shall not be required to pay Supplier any markups, commissions, overhead, or profit of any kind on any third-party charges.
  

1. Supplier will monitor delivery of advertising and will notify Company as soon as possible if Supplier believes that an under-delivery is likely. If advertising that was scheduled to run did not in fact run, or ran incorrectly, was under-delivered, or there exists any other problem or a media billing error, Supplier shall promptly shall confer with Company about the agreed course of conduct (e.g., cancellation, rescheduling, credit, make-good, etc.), and Supplier shall use commercially reasonable efforts to implement that decision. Pursuant to Company’s decision, Supplier will (A) credit or appropriately adjust Company’s account on the next monthly billing following resolution of said media airing problem or media billing error; (B) secure a refund from the Media Vendor and promptly make such refund to Company, or if directed by Company, reallocate the funds in connection with the purchase of other media; (C) otherwise obtain appropriate make-goods, as reasonably acceptable to Company; or (D) obtain for Company another appropriate remedy reasonably acceptable to Company.
2. Supplier agrees that it shall not accept a make-good or extend any advertisement beyond its contracted flight period without Company’s prior written consent. In the event that Company elects to accept a make-good (either with the intended advertisement or a replacement), unless prohibited by the Media Vendor’s terms, as between the Parties, Company shall have the right to determine when the make-good will run.
   
3. If Company instructs Supplier to purchase media space or time in a medium having a schedule of graduated rates and less space or time than contracted for is used so that a credit is due, Supplier shall promptly credit Company for any excess amount Company may have paid over the amount actually due at the rate earned.
   

1. During the Term, Supplier shall provide monthly reports with respect to media planning that will, at a minimum, include, where relevant and available:During the Term, Supplier shall provide monthly reports with respect to media planning that will, at a minimum, include, where relevant and available:
   
   • Estimate impressions and behavioral outcomes/deliverables (clicks, leads, transactions)
     
   • Develop insertion schedules
     
   • The following information:
     
     • Media vendor name;
       
     • Site/network purchased;
       
     • Specifics of buy (sponsorship, number of impressions, clicks), clicks aggregated in one single report and detailed by creative unit, and linked into landing page statistics;
       
     • Time period of buy;
       
     • Production specifications and contact information for trafficking;
       
     • Supplier will consult with Company as to placement opportunities, strategic and tactical goals, budgets and other related issues;
       
     • Develop campaign flighting, impression level allocation, timelines, plan presentations; Provide creative consultation (applicable direction to creative Supplier partner(s)’ units, message type, etc.);
       
     • Provide a bi-annual summary recommendation outlining goals and objectives, and how the plan addresses those goals, as well as providing key metrics mapped to those goals against which the summary report will be measured.
       
   • Data, reporting and analytics
     
     • Host and maintain unified platform to share learnings, innovative thinking and ideas, best practice, and key data management, within and between all markets.
       
     • Monthly tracking of all media mix tactics, and on-going quarterly reconciliation across all markets.
       
   • Media Spend & Activity Reporting
     
     • Cloud based database/report at the country level that can be aggregated to regional and global views.
       
   • Media Flowcharts
     
     • Cloud based flowcharts at the country level that can be aggregated to regional and global views.
       
2. During the Term, Supplier shall provide monthly reports with respect to media placement that will, at a minimum, include, where relevant and available:
   
   • Webpage (URL) placement of all impressions, and instances of non-approved placements (whitelist/blacklist);
     
   • Performance versus all agreed target metrics (for example audience, CPM, clickthrough rates, keywords);
     
   • Declaration of all audience extension/sourced traffic unless otherwise agreed by the Parties;
     
   • Viewability rates at the agreed standards (for example, percentage of advertisement and duration), after deduction of invalid traffic (for example, invalid impressions);
     
   • Presence of invalid traffic by media owner/webpage;
     
   • Reporting of underperformance of trades based on viewable impressions, with associated compensation methodology;
     
   • Completion rates for all online video;
     
   • Actual net cost of all placements by media owner/site and format, in aggregated and individual form;
     
   • Click-through rates or other agreed metrics by media owner/site and format.
     
   • Actualized media data needed for any marketing mix model that shall be reasonably requested by Company, such as:
     
     • Country: XXXXXXXXX (as may be identified in the Agreement)
       
     • Update Frequency: Quarterly
       
     • Periodicity of Data: Weekly
       
     • Metrics: Spend, Impressions and GRPs
       
     • Accurate coding of data: per Company’s paid media data hierarchies
       
     • Geo-level: Media markets and National
       
     • Data accuracy requirements:
       
       • Data QC and explanation of discrepancies between media reporting and actualized media data for marketing mix model.
         
       • Explanation of any deviation in CPP and CPM from norms.
         

For print advertising, including consumer and trade magazines and newspapers, the supplier will:

1. Project audience delivery and monitor circulation levels;
2. Construct and order insertion schedules based on Company’s budget;
3. Forward insertion schedules summaries to Company;
4. Consult with Company as to placement opportunities, strategic goals, budgets and related issues, and purchase media according to Company’s instructions;
5. Provide Company with post-buy reports, specifying the delivery of the media purchased.

An action tag is a piece of html code, also referred to as a Web beacon, that when rendered by a browser displaying the Web page on which it is placed, calls the ASTP server for a transparent 1x1 pixel .gif file that allows such server to set and/or read a ASTP Cookie.

The term ad is an advertisement provided by, or on behalf of, Company to Supplier pursuant to these Guidelines. Ads include, but are not limited to, graphical advertising (e.g., banner Ads and other creative), text links and search engine placement.

Anonymous cookie data is data elements of ASTP Cookie Data that have been de-identified such that the intent is that a person cannot be identified by the ASTP Cookie Data alone or in combination with any other reasonably available information.

An Ad Serving Technology Provider (ASTP) is a third-party technology provider with whom Supplier has a contractual relationship to enable Supplier to serve Company’s Ads and track and store ASTP Cookie Data and Extended Data, including without limitation, demand-side platforms (DSPs), supply-side platforms (SSPs) and other like Ad serving technology platforms.

An ASTP cookie is an alphanumeric identifier that is assigned to an Internet User’s computer and contained in a file on the Internet User’s cookie subdirectory, which is placed on the Internet User’s computer and/or recorded by the ASTP when such computer is in communication with the ASTP’s Ad server (i.e.¸ when Ads are served or clicked on and when Action Tags are activated).

ASTP Cookie Data is data gathered through the recording of Ad impressions delivered, Ads clicked on, and Action Tags that are activated, through use of the ASTP’s technology and performance of the digital media services here under.

Custom Advertising is advertising, content, or other materials that are procured specifically for Company by Supplier on its own or through a Media Vendor and includes, without limitation, native advertising, sweepstakes and other promotions, campaigns and materials using Company Data, custom content created by Media Vendors as part of a media buy in which Company’s intellectual property rights are integrated, custom content of which Company is a sponsor, and any other advertising or content that Supplier should reasonably understand to be custom advertising.

Extended Data is data sent to the ASTP’s server by Company’s digital properties (i.e., via activation of Action Tags), regarding information sought by Company about Internet Users’ interactions with and activities and transactions on Company’s web site, which information may include, but not be limited to, pages viewed, time spent per page, time spent per session, products viewed, products purchased, and purchase amounts.

Media Data is all information personal or unique to a specific individual, including, without limitation, any information that can be used to identify or contact a specific individual, and first and last name, email address, telephone number, social security or social insurance number, location information, device identifiers, IP addresses, contact information, financial account and other financial information, date of birth, credit card and other payment card number, and online behaviors, accessed, collected, stored or otherwise processed in connection with the Media Services under these Guidelines, and include, without limitation, ASTP Cookie Data, Extended Data, and Anonymous Cookie Data.

Media Program is the scope of Media Services to be performed, which shall be performed in accordance with the terms of these Guidelines in addition to other items specifically set forth in the applicable SOW to be delivered by Supplier to Company or the applicable Company subsidiary or affiliate, including media purchases on behalf of Company or the applicable Company subsidiary or affiliate.

Media Vendors are those third party vendors that provide services for Company pursuant to agreements entered by Supplier on Company’s behalf as expressly set forth under a SOW, unless otherwise agreed upon in writing by the Parties, including, without limitation, Publishers, and data providers used in connection with any media purchases.

Prohibited Content means the prohibited content as set forth in Exhibit A.

Parties means Company and Supplier, collectively.

Publisher means third party publisher, or other entity that supplies print and/or digital content and displays advertising for consumption by consumers, including on websites, OOH (out-of-home) ads (e.g., billboards), radio and television stations and programs, and print publications.

Internet User is a person using the Internet.

Company Data includes data, information, and reports provided to Supplier or collected or stored by Supplier, its affiliates, subcontractors, or Media Vendors (including Ad networks, digital partners, DMPs, DSPs, platforms or other service providers with which Supplier has contracted on Company’s behalf for the placement of media) in performing the Services, including without limitation, any Media Vendor and media rates, discount history and calculation, usage, performance and traffic data, tagging data, code and structure, click-through rates and conversions, IP addresses, or activity data of recipients, including personally identifiable information, tracking data and all lists or other records containing any such information, even if such information is aggregated, or other data or information derived or collected by Supplier and any of the foregoing entities from or on behalf of Company or from the delivery of advertisements for Company, whether through the use of HTML/JavaScript tags, cookies, pixels, clear GIFs, log files, web beacons or other tracing or tracking files placed on destination sites, or through any other means. Company Data shall be deemed Company’s confidential information.

Media Services generally, unless otherwise set forth in the Agreement, Supplier shall perform the following services with respect to media planning and buying: 

1. Supplier shall formulate and establish a media planning process based on research analysis, pursuant to Company’s media planning restrictions set forth in Exhibit A, for the primary purpose of efficiently and effectively planning and making media placements for Company in each market, which process shall be set forth in writing and subject to Company’s prior approval.
2. Supplier agrees that the planning, purchase, and placement of any media shall be pursuant to Company’s media planning restrictions as set forth in Exhibit A, as may be modified by Company from time to time with notice to Supplier.
3. Review all advertising placed ensuring that schedules run as ordered pursuant to the applicable specifications, including make-goods and credits to which Company is entitled, and further ensuring that any media vehicles and all media affidavits correspond to the approved schedule.
4. Review and verify all media contracts and invoices for accuracy, including, but not limited to, with respect to time, rate and spaces ordered by Supplier by procuring tearsheets of print advertising and similar customary proofs of performance from media.
5. Retain media invoices and tearsheets and similar customary proofs of performance from Media Vendors for five (5) years.
6. Provide regular updates with the relevant Company team as shall be mutually agreed upon by the Parties.
7. Provide Company with the reports as described herein, including the media affidavits, media invoices and customary proofs, and the applicable SOW.
8. Secure, obtain, and pass over to Company all available incentives.
9. Resolve billing discrepancies and negotiate rebates or make-goods when applicable.
10. Supplier shall make media and other commitments only upon Company’s issuance of an insertion order (“Order”), and shall not commit Company to more space or time than is reasonably anticipated in accordance with the media placement plan described in each applicable Order. Supplier shall not change, revise, add to, or otherwise vary any advertising materials intended for media placements without Company’s prior written consent in each instance.

1.  Invoices that include costs for media purchases shall be itemized by Company business lines, unless otherwise agreed upon in writing by the Parties.
2. Media billings shall be based on estimated expenditures; however, such estimates shall then be reconciled to actual spend.
3. Except as otherwise mutually agreed upon in writing, media estimates, invoices and all information pertaining to cost shall be provided to Company in net costs only, without markup or commission of any kind.
4. Original media billing will be based on the estimated cost of the media time or space ordered by Supplier on Company’s behalf and will be adjusted to actual amounts once the station/publication invoices have been received and processed.
5. Supplier shall obtain invoices on a timely basis for media purchased for Company after the media is published and/or broadcast and shall reconcile such invoices within one hundred eighty (180) days of such publication and/or broadcast, unless otherwise reasonably requested earlier by Company.
   
6. Supplier will calculate and report to Company any unbilled media under any closed SOWs on an annual basis within thirty (30) days after the end of each calendar year, and Supplier will pay back such unbilled media to Company by no later than sixty (60) days from the end of such year. Supplier will provide bi-annual reports on unbilled media that is set forth in open SOWs by campaign to Company across all markets using the a mutually agreed upon unbilled media template on June 1st and December 1st of each year, unless otherwise agreed upon in writing by the Parties. If Company requires additional reporting on dates other than the aforementioned dates, Supplier will coordinate with Company to identify reasonable and mutually agreed upon dates, not to exceed two (2) additional reports in each calendar year.
   

• Supplier shall pass on in full to Company, all discounts, allowances, rebates, credits, commissions, refunds or other cost reductions or similar items (“Credits”) of any kind received by Supplier, its affiliates, parents, subsidiaries as well as any person or entity in which any of the foregoing has a financial interest or investment (“Interested Parties”) (whether for prompt payment, volume purchases, combination purchases or otherwise) from any third parties providing materials or services hereunder or otherwise for the benefit of Company, regardless whether these Guidelines are in effect at the time Supplier receives such Credit in a timely manner in order for Company to avail itself of such Credit. Notwithstanding anything herein contained to the contrary, Supplier shall notify Company in writing of the availability of any Credit and the payment deadlines and other applicable terms with which Company must comply in order to receive such Credit, and Supplier shall invoice Company sufficiently in advance for the applicable costs so that Company can provide Supplier with funds in time to take full advantage of such Credit. Unless otherwise agreed to in writing by Company, upon payment by Company to Supplier, Supplier shall pay the amount due to the Media Vendor within a commercially reasonable timeframe. Supplier will not intentionally hold the funds or use them for any other purpose. Supplier will give Company prompt, complete and written disclosure of all Credits related to Company’s advertising spend, including, without limitation, prompt or early payment discounts. In addition, unless otherwise agreed in the Agreement, Company shall not be required to pay Supplier any markups, commissions, overhead, or profit of any kind on any third-party charges.
  

1. Supplier will monitor delivery of advertising and will notify Company as soon as possible if Supplier believes that an under-delivery is likely. If advertising that was scheduled to run did not in fact run, or ran incorrectly, was under-delivered, or there exists any other problem or a media billing error, Supplier shall promptly shall confer with Company about the agreed course of conduct (e.g., cancellation, rescheduling, credit, make-good, etc.), and Supplier shall use commercially reasonable efforts to implement that decision. Pursuant to Company’s decision, Supplier will (A) credit or appropriately adjust Company’s account on the next monthly billing following resolution of said media airing problem or media billing error; (B) secure a refund from the Media Vendor and promptly make such refund to Company, or if directed by Company, reallocate the funds in connection with the purchase of other media; (C) otherwise obtain appropriate make-goods, as reasonably acceptable to Company; or (D) obtain for Company another appropriate remedy reasonably acceptable to Company.
2. Supplier agrees that it shall not accept a make-good or extend any advertisement beyond its contracted flight period without Company’s prior written consent. In the event that Company elects to accept a make-good (either with the intended advertisement or a replacement), unless prohibited by the Media Vendor’s terms, as between the Parties, Company shall have the right to determine when the make-good will run.
   
3. If Company instructs Supplier to purchase media space or time in a medium having a schedule of graduated rates and less space or time than contracted for is used so that a credit is due, Supplier shall promptly credit Company for any excess amount Company may have paid over the amount actually due at the rate earned.
   

1. During the Term, Supplier shall provide monthly reports with respect to media planning that will, at a minimum, include, where relevant and available:During the Term, Supplier shall provide monthly reports with respect to media planning that will, at a minimum, include, where relevant and available:
   
   • Estimate impressions and behavioral outcomes/deliverables (clicks, leads, transactions)
     
   • Develop insertion schedules
     
   • The following information:
     
     • Media vendor name;
       
     • Site/network purchased;
       
     • Specifics of buy (sponsorship, number of impressions, clicks), clicks aggregated in one single report and detailed by creative unit, and linked into landing page statistics;
       
     • Time period of buy;
       
     • Production specifications and contact information for trafficking;
       
     • Supplier will consult with Company as to placement opportunities, strategic and tactical goals, budgets and other related issues;
       
     • Develop campaign flighting, impression level allocation, timelines, plan presentations; Provide creative consultation (applicable direction to creative Supplier partner(s)’ units, message type, etc.);
       
     • Provide a bi-annual summary recommendation outlining goals and objectives, and how the plan addresses those goals, as well as providing key metrics mapped to those goals against which the summary report will be measured.
       
   • Data, reporting and analytics
     
     • Host and maintain unified platform to share learnings, innovative thinking and ideas, best practice, and key data management, within and between all markets.
       
     • Monthly tracking of all media mix tactics, and on-going quarterly reconciliation across all markets.
       
   • Media Spend & Activity Reporting
     
     • Cloud based database/report at the country level that can be aggregated to regional and global views.
       
   • Media Flowcharts
     
     • Cloud based flowcharts at the country level that can be aggregated to regional and global views.
       
2. During the Term, Supplier shall provide monthly reports with respect to media placement that will, at a minimum, include, where relevant and available:
   
   • Webpage (URL) placement of all impressions, and instances of non-approved placements (whitelist/blacklist);
     
   • Performance versus all agreed target metrics (for example audience, CPM, clickthrough rates, keywords);
     
   • Declaration of all audience extension/sourced traffic unless otherwise agreed by the Parties;
     
   • Viewability rates at the agreed standards (for example, percentage of advertisement and duration), after deduction of invalid traffic (for example, invalid impressions);
     
   • Presence of invalid traffic by media owner/webpage;
     
   • Reporting of underperformance of trades based on viewable impressions, with associated compensation methodology;
     
   • Completion rates for all online video;
     
   • Actual net cost of all placements by media owner/site and format, in aggregated and individual form;
     
   • Click-through rates or other agreed metrics by media owner/site and format.
     
   • Actualized media data needed for any marketing mix model that shall be reasonably requested by Company, such as:
     
     • Country: XXXXXXXXX (as may be identified in the Agreement)
       
     • Update Frequency: Quarterly
       
     • Periodicity of Data: Weekly
       
     • Metrics: Spend, Impressions and GRPs
       
     • Accurate coding of data: per Company’s paid media data hierarchies
       
     • Geo-level: Media markets and National
       
     • Data accuracy requirements:
       
       • Data QC and explanation of discrepancies between media reporting and actualized media data for marketing mix model.
         
       • Explanation of any deviation in CPP and CPM from norms.
         

For print advertising, including consumer and trade magazines and newspapers, the supplier will:

1. Project audience delivery and monitor circulation levels;
2. Construct and order insertion schedules based on Company’s budget;
3. Forward insertion schedules summaries to Company;
4. Consult with Company as to placement opportunities, strategic goals, budgets and related issues, and purchase media according to Company’s instructions;
5. Provide Company with post-buy reports, specifying the delivery of the media purchased.

An action tag is a piece of html code, also referred to as a Web beacon, that when rendered by a browser displaying the Web page on which it is placed, calls the ASTP server for a transparent 1x1 pixel .gif file that allows such server to set and/or read a ASTP Cookie.

The term ad is an advertisement provided by, or on behalf of, Company to Supplier pursuant to these Guidelines. Ads include, but are not limited to, graphical advertising (e.g., banner Ads and other creative), text links and search engine placement.

Anonymous cookie data is data elements of ASTP Cookie Data that have been de-identified such that the intent is that a person cannot be identified by the ASTP Cookie Data alone or in combination with any other reasonably available information.

An Ad Serving Technology Provider (ASTP) is a third-party technology provider with whom Supplier has a contractual relationship to enable Supplier to serve Company’s Ads and track and store ASTP Cookie Data and Extended Data, including without limitation, demand-side platforms (DSPs), supply-side platforms (SSPs) and other like Ad serving technology platforms.

An ASTP cookie is an alphanumeric identifier that is assigned to an Internet User’s computer and contained in a file on the Internet User’s cookie subdirectory, which is placed on the Internet User’s computer and/or recorded by the ASTP when such computer is in communication with the ASTP’s Ad server (i.e.¸ when Ads are served or clicked on and when Action Tags are activated).

ASTP Cookie Data is data gathered through the recording of Ad impressions delivered, Ads clicked on, and Action Tags that are activated, through use of the ASTP’s technology and performance of the digital media services here under.

Custom Advertising is advertising, content, or other materials that are procured specifically for Company by Supplier on its own or through a Media Vendor and includes, without limitation, native advertising, sweepstakes and other promotions, campaigns and materials using Company Data, custom content created by Media Vendors as part of a media buy in which Company’s intellectual property rights are integrated, custom content of which Company is a sponsor, and any other advertising or content that Supplier should reasonably understand to be custom advertising.

Extended Data is data sent to the ASTP’s server by Company’s digital properties (i.e., via activation of Action Tags), regarding information sought by Company about Internet Users’ interactions with and activities and transactions on Company’s web site, which information may include, but not be limited to, pages viewed, time spent per page, time spent per session, products viewed, products purchased, and purchase amounts.

Media Data is all information personal or unique to a specific individual, including, without limitation, any information that can be used to identify or contact a specific individual, and first and last name, email address, telephone number, social security or social insurance number, location information, device identifiers, IP addresses, contact information, financial account and other financial information, date of birth, credit card and other payment card number, and online behaviors, accessed, collected, stored or otherwise processed in connection with the Media Services under these Guidelines, and include, without limitation, ASTP Cookie Data, Extended Data, and Anonymous Cookie Data.

Media Program is the scope of Media Services to be performed, which shall be performed in accordance with the terms of these Guidelines in addition to other items specifically set forth in the applicable SOW to be delivered by Supplier to Company or the applicable Company subsidiary or affiliate, including media purchases on behalf of Company or the applicable Company subsidiary or affiliate.

Media Vendors are those third party vendors that provide services for Company pursuant to agreements entered by Supplier on Company’s behalf as expressly set forth under a SOW, unless otherwise agreed upon in writing by the Parties, including, without limitation, Publishers, and data providers used in connection with any media purchases.

Prohibited Content means the prohibited content as set forth in Exhibit A.

Parties means Company and Supplier, collectively.

Publisher means third party publisher, or other entity that supplies print and/or digital content and displays advertising for consumption by consumers, including on websites, OOH (out-of-home) ads (e.g., billboards), radio and television stations and programs, and print publications.

Internet User is a person using the Internet.

Company Data includes data, information, and reports provided to Supplier or collected or stored by Supplier, its affiliates, subcontractors, or Media Vendors (including Ad networks, digital partners, DMPs, DSPs, platforms or other service providers with which Supplier has contracted on Company’s behalf for the placement of media) in performing the Services, including without limitation, any Media Vendor and media rates, discount history and calculation, usage, performance and traffic data, tagging data, code and structure, click-through rates and conversions, IP addresses, or activity data of recipients, including personally identifiable information, tracking data and all lists or other records containing any such information, even if such information is aggregated, or other data or information derived or collected by Supplier and any of the foregoing entities from or on behalf of Company or from the delivery of advertisements for Company, whether through the use of HTML/JavaScript tags, cookies, pixels, clear GIFs, log files, web beacons or other tracing or tracking files placed on destination sites, or through any other means. Company Data shall be deemed Company’s confidential information.

Media Services generally, unless otherwise set forth in the Agreement, Supplier shall perform the following services with respect to media planning and buying: 

1. Supplier shall formulate and establish a media planning process based on research analysis, pursuant to Company’s media planning restrictions set forth in Exhibit A, for the primary purpose of efficiently and effectively planning and making media placements for Company in each market, which process shall be set forth in writing and subject to Company’s prior approval.
2. Supplier agrees that the planning, purchase, and placement of any media shall be pursuant to Company’s media planning restrictions as set forth in Exhibit A, as may be modified by Company from time to time with notice to Supplier.
3. Review all advertising placed ensuring that schedules run as ordered pursuant to the applicable specifications, including make-goods and credits to which Company is entitled, and further ensuring that any media vehicles and all media affidavits correspond to the approved schedule.
4. Review and verify all media contracts and invoices for accuracy, including, but not limited to, with respect to time, rate and spaces ordered by Supplier by procuring tearsheets of print advertising and similar customary proofs of performance from media.
5. Retain media invoices and tearsheets and similar customary proofs of performance from Media Vendors for five (5) years.
6. Provide regular updates with the relevant Company team as shall be mutually agreed upon by the Parties.
7. Provide Company with the reports as described herein, including the media affidavits, media invoices and customary proofs, and the applicable SOW.
8. Secure, obtain, and pass over to Company all available incentives.
9. Resolve billing discrepancies and negotiate rebates or make-goods when applicable.
10. Supplier shall make media and other commitments only upon Company’s issuance of an insertion order (“Order”), and shall not commit Company to more space or time than is reasonably anticipated in accordance with the media placement plan described in each applicable Order. Supplier shall not change, revise, add to, or otherwise vary any advertising materials intended for media placements without Company’s prior written consent in each instance.

1.  Invoices that include costs for media purchases shall be itemized by Company business lines, unless otherwise agreed upon in writing by the Parties.
2. Media billings shall be based on estimated expenditures; however, such estimates shall then be reconciled to actual spend.
3. Except as otherwise mutually agreed upon in writing, media estimates, invoices and all information pertaining to cost shall be provided to Company in net costs only, without markup or commission of any kind.
4. Original media billing will be based on the estimated cost of the media time or space ordered by Supplier on Company’s behalf and will be adjusted to actual amounts once the station/publication invoices have been received and processed.
5. Supplier shall obtain invoices on a timely basis for media purchased for Company after the media is published and/or broadcast and shall reconcile such invoices within one hundred eighty (180) days of such publication and/or broadcast, unless otherwise reasonably requested earlier by Company.
   
6. Supplier will calculate and report to Company any unbilled media under any closed SOWs on an annual basis within thirty (30) days after the end of each calendar year, and Supplier will pay back such unbilled media to Company by no later than sixty (60) days from the end of such year. Supplier will provide bi-annual reports on unbilled media that is set forth in open SOWs by campaign to Company across all markets using the a mutually agreed upon unbilled media template on June 1st and December 1st of each year, unless otherwise agreed upon in writing by the Parties. If Company requires additional reporting on dates other than the aforementioned dates, Supplier will coordinate with Company to identify reasonable and mutually agreed upon dates, not to exceed two (2) additional reports in each calendar year.
   

• Supplier shall pass on in full to Company, all discounts, allowances, rebates, credits, commissions, refunds or other cost reductions or similar items (“Credits”) of any kind received by Supplier, its affiliates, parents, subsidiaries as well as any person or entity in which any of the foregoing has a financial interest or investment (“Interested Parties”) (whether for prompt payment, volume purchases, combination purchases or otherwise) from any third parties providing materials or services hereunder or otherwise for the benefit of Company, regardless whether these Guidelines are in effect at the time Supplier receives such Credit in a timely manner in order for Company to avail itself of such Credit. Notwithstanding anything herein contained to the contrary, Supplier shall notify Company in writing of the availability of any Credit and the payment deadlines and other applicable terms with which Company must comply in order to receive such Credit, and Supplier shall invoice Company sufficiently in advance for the applicable costs so that Company can provide Supplier with funds in time to take full advantage of such Credit. Unless otherwise agreed to in writing by Company, upon payment by Company to Supplier, Supplier shall pay the amount due to the Media Vendor within a commercially reasonable timeframe. Supplier will not intentionally hold the funds or use them for any other purpose. Supplier will give Company prompt, complete and written disclosure of all Credits related to Company’s advertising spend, including, without limitation, prompt or early payment discounts. In addition, unless otherwise agreed in the Agreement, Company shall not be required to pay Supplier any markups, commissions, overhead, or profit of any kind on any third-party charges.
  

1. Supplier will monitor delivery of advertising and will notify Company as soon as possible if Supplier believes that an under-delivery is likely. If advertising that was scheduled to run did not in fact run, or ran incorrectly, was under-delivered, or there exists any other problem or a media billing error, Supplier shall promptly shall confer with Company about the agreed course of conduct (e.g., cancellation, rescheduling, credit, make-good, etc.), and Supplier shall use commercially reasonable efforts to implement that decision. Pursuant to Company’s decision, Supplier will (A) credit or appropriately adjust Company’s account on the next monthly billing following resolution of said media airing problem or media billing error; (B) secure a refund from the Media Vendor and promptly make such refund to Company, or if directed by Company, reallocate the funds in connection with the purchase of other media; (C) otherwise obtain appropriate make-goods, as reasonably acceptable to Company; or (D) obtain for Company another appropriate remedy reasonably acceptable to Company.
2. Supplier agrees that it shall not accept a make-good or extend any advertisement beyond its contracted flight period without Company’s prior written consent. In the event that Company elects to accept a make-good (either with the intended advertisement or a replacement), unless prohibited by the Media Vendor’s terms, as between the Parties, Company shall have the right to determine when the make-good will run.
   
3. If Company instructs Supplier to purchase media space or time in a medium having a schedule of graduated rates and less space or time than contracted for is used so that a credit is due, Supplier shall promptly credit Company for any excess amount Company may have paid over the amount actually due at the rate earned.
   

1. During the Term, Supplier shall provide monthly reports with respect to media planning that will, at a minimum, include, where relevant and available:During the Term, Supplier shall provide monthly reports with respect to media planning that will, at a minimum, include, where relevant and available:
   
   • Estimate impressions and behavioral outcomes/deliverables (clicks, leads, transactions)
     
   • Develop insertion schedules
     
   • The following information:
     
     • Media vendor name;
       
     • Site/network purchased;
       
     • Specifics of buy (sponsorship, number of impressions, clicks), clicks aggregated in one single report and detailed by creative unit, and linked into landing page statistics;
       
     • Time period of buy;
       
     • Production specifications and contact information for trafficking;
       
     • Supplier will consult with Company as to placement opportunities, strategic and tactical goals, budgets and other related issues;
       
     • Develop campaign flighting, impression level allocation, timelines, plan presentations; Provide creative consultation (applicable direction to creative Supplier partner(s)’ units, message type, etc.);
       
     • Provide a bi-annual summary recommendation outlining goals and objectives, and how the plan addresses those goals, as well as providing key metrics mapped to those goals against which the summary report will be measured.
       
   • Data, reporting and analytics
     
     • Host and maintain unified platform to share learnings, innovative thinking and ideas, best practice, and key data management, within and between all markets.
       
     • Monthly tracking of all media mix tactics, and on-going quarterly reconciliation across all markets.
       
   • Media Spend & Activity Reporting
     
     • Cloud based database/report at the country level that can be aggregated to regional and global views.
       
   • Media Flowcharts
     
     • Cloud based flowcharts at the country level that can be aggregated to regional and global views.
       
2. During the Term, Supplier shall provide monthly reports with respect to media placement that will, at a minimum, include, where relevant and available:
   
   • Webpage (URL) placement of all impressions, and instances of non-approved placements (whitelist/blacklist);
     
   • Performance versus all agreed target metrics (for example audience, CPM, clickthrough rates, keywords);
     
   • Declaration of all audience extension/sourced traffic unless otherwise agreed by the Parties;
     
   • Viewability rates at the agreed standards (for example, percentage of advertisement and duration), after deduction of invalid traffic (for example, invalid impressions);
     
   • Presence of invalid traffic by media owner/webpage;
     
   • Reporting of underperformance of trades based on viewable impressions, with associated compensation methodology;
     
   • Completion rates for all online video;
     
   • Actual net cost of all placements by media owner/site and format, in aggregated and individual form;
     
   • Click-through rates or other agreed metrics by media owner/site and format.
     
   • Actualized media data needed for any marketing mix model that shall be reasonably requested by Company, such as:
     
     • Country: XXXXXXXXX (as may be identified in the Agreement)
       
     • Update Frequency: Quarterly
       
     • Periodicity of Data: Weekly
       
     • Metrics: Spend, Impressions and GRPs
       
     • Accurate coding of data: per Company’s paid media data hierarchies
       
     • Geo-level: Media markets and National
       
     • Data accuracy requirements:
       
       • Data QC and explanation of discrepancies between media reporting and actualized media data for marketing mix model.
         
       • Explanation of any deviation in CPP and CPM from norms.
         

For print advertising, including consumer and trade magazines and newspapers, the supplier will:

1. Project audience delivery and monitor circulation levels;
2. Construct and order insertion schedules based on Company’s budget;
3. Forward insertion schedules summaries to Company;
4. Consult with Company as to placement opportunities, strategic goals, budgets and related issues, and purchase media according to Company’s instructions;
5. Provide Company with post-buy reports, specifying the delivery of the media purchased.

An action tag is a piece of html code, also referred to as a Web beacon, that when rendered by a browser displaying the Web page on which it is placed, calls the ASTP server for a transparent 1x1 pixel .gif file that allows such server to set and/or read a ASTP Cookie.

The term ad is an advertisement provided by, or on behalf of, Company to Supplier pursuant to these Guidelines. Ads include, but are not limited to, graphical advertising (e.g., banner Ads and other creative), text links and search engine placement.

Anonymous cookie data is data elements of ASTP Cookie Data that have been de-identified such that the intent is that a person cannot be identified by the ASTP Cookie Data alone or in combination with any other reasonably available information.

An Ad Serving Technology Provider (ASTP) is a third-party technology provider with whom Supplier has a contractual relationship to enable Supplier to serve Company’s Ads and track and store ASTP Cookie Data and Extended Data, including without limitation, demand-side platforms (DSPs), supply-side platforms (SSPs) and other like Ad serving technology platforms.

An ASTP cookie is an alphanumeric identifier that is assigned to an Internet User’s computer and contained in a file on the Internet User’s cookie subdirectory, which is placed on the Internet User’s computer and/or recorded by the ASTP when such computer is in communication with the ASTP’s Ad server (i.e.¸ when Ads are served or clicked on and when Action Tags are activated).

ASTP Cookie Data is data gathered through the recording of Ad impressions delivered, Ads clicked on, and Action Tags that are activated, through use of the ASTP’s technology and performance of the digital media services here under.

Custom Advertising is advertising, content, or other materials that are procured specifically for Company by Supplier on its own or through a Media Vendor and includes, without limitation, native advertising, sweepstakes and other promotions, campaigns and materials using Company Data, custom content created by Media Vendors as part of a media buy in which Company’s intellectual property rights are integrated, custom content of which Company is a sponsor, and any other advertising or content that Supplier should reasonably understand to be custom advertising.

Extended Data is data sent to the ASTP’s server by Company’s digital properties (i.e., via activation of Action Tags), regarding information sought by Company about Internet Users’ interactions with and activities and transactions on Company’s web site, which information may include, but not be limited to, pages viewed, time spent per page, time spent per session, products viewed, products purchased, and purchase amounts.

Media Data is all information personal or unique to a specific individual, including, without limitation, any information that can be used to identify or contact a specific individual, and first and last name, email address, telephone number, social security or social insurance number, location information, device identifiers, IP addresses, contact information, financial account and other financial information, date of birth, credit card and other payment card number, and online behaviors, accessed, collected, stored or otherwise processed in connection with the Media Services under these Guidelines, and include, without limitation, ASTP Cookie Data, Extended Data, and Anonymous Cookie Data.

Media Program is the scope of Media Services to be performed, which shall be performed in accordance with the terms of these Guidelines in addition to other items specifically set forth in the applicable SOW to be delivered by Supplier to Company or the applicable Company subsidiary or affiliate, including media purchases on behalf of Company or the applicable Company subsidiary or affiliate.

Media Vendors are those third party vendors that provide services for Company pursuant to agreements entered by Supplier on Company’s behalf as expressly set forth under a SOW, unless otherwise agreed upon in writing by the Parties, including, without limitation, Publishers, and data providers used in connection with any media purchases.

Prohibited Content means the prohibited content as set forth in Exhibit A.

Parties means Company and Supplier, collectively.

Publisher means third party publisher, or other entity that supplies print and/or digital content and displays advertising for consumption by consumers, including on websites, OOH (out-of-home) ads (e.g., billboards), radio and television stations and programs, and print publications.

Internet User is a person using the Internet.

Company Data includes data, information, and reports provided to Supplier or collected or stored by Supplier, its affiliates, subcontractors, or Media Vendors (including Ad networks, digital partners, DMPs, DSPs, platforms or other service providers with which Supplier has contracted on Company’s behalf for the placement of media) in performing the Services, including without limitation, any Media Vendor and media rates, discount history and calculation, usage, performance and traffic data, tagging data, code and structure, click-through rates and conversions, IP addresses, or activity data of recipients, including personally identifiable information, tracking data and all lists or other records containing any such information, even if such information is aggregated, or other data or information derived or collected by Supplier and any of the foregoing entities from or on behalf of Company or from the delivery of advertisements for Company, whether through the use of HTML/JavaScript tags, cookies, pixels, clear GIFs, log files, web beacons or other tracing or tracking files placed on destination sites, or through any other means. Company Data shall be deemed Company’s confidential information.

Media Services generally, unless otherwise set forth in the Agreement, Supplier shall perform the following services with respect to media planning and buying: 

1. Supplier shall formulate and establish a media planning process based on research analysis, pursuant to Company’s media planning restrictions set forth in Exhibit A, for the primary purpose of efficiently and effectively planning and making media placements for Company in each market, which process shall be set forth in writing and subject to Company’s prior approval.
2. Supplier agrees that the planning, purchase, and placement of any media shall be pursuant to Company’s media planning restrictions as set forth in Exhibit A, as may be modified by Company from time to time with notice to Supplier.
3. Review all advertising placed ensuring that schedules run as ordered pursuant to the applicable specifications, including make-goods and credits to which Company is entitled, and further ensuring that any media vehicles and all media affidavits correspond to the approved schedule.
4. Review and verify all media contracts and invoices for accuracy, including, but not limited to, with respect to time, rate and spaces ordered by Supplier by procuring tearsheets of print advertising and similar customary proofs of performance from media.
5. Retain media invoices and tearsheets and similar customary proofs of performance from Media Vendors for five (5) years.
6. Provide regular updates with the relevant Company team as shall be mutually agreed upon by the Parties.
7. Provide Company with the reports as described herein, including the media affidavits, media invoices and customary proofs, and the applicable SOW.
8. Secure, obtain, and pass over to Company all available incentives.
9. Resolve billing discrepancies and negotiate rebates or make-goods when applicable.
10. Supplier shall make media and other commitments only upon Company’s issuance of an insertion order (“Order”), and shall not commit Company to more space or time than is reasonably anticipated in accordance with the media placement plan described in each applicable Order. Supplier shall not change, revise, add to, or otherwise vary any advertising materials intended for media placements without Company’s prior written consent in each instance.

1.  Invoices that include costs for media purchases shall be itemized by Company business lines, unless otherwise agreed upon in writing by the Parties.
2. Media billings shall be based on estimated expenditures; however, such estimates shall then be reconciled to actual spend.
3. Except as otherwise mutually agreed upon in writing, media estimates, invoices and all information pertaining to cost shall be provided to Company in net costs only, without markup or commission of any kind.
4. Original media billing will be based on the estimated cost of the media time or space ordered by Supplier on Company’s behalf and will be adjusted to actual amounts once the station/publication invoices have been received and processed.
5. Supplier shall obtain invoices on a timely basis for media purchased for Company after the media is published and/or broadcast and shall reconcile such invoices within one hundred eighty (180) days of such publication and/or broadcast, unless otherwise reasonably requested earlier by Company.
   
6. Supplier will calculate and report to Company any unbilled media under any closed SOWs on an annual basis within thirty (30) days after the end of each calendar year, and Supplier will pay back such unbilled media to Company by no later than sixty (60) days from the end of such year. Supplier will provide bi-annual reports on unbilled media that is set forth in open SOWs by campaign to Company across all markets using the a mutually agreed upon unbilled media template on June 1st and December 1st of each year, unless otherwise agreed upon in writing by the Parties. If Company requires additional reporting on dates other than the aforementioned dates, Supplier will coordinate with Company to identify reasonable and mutually agreed upon dates, not to exceed two (2) additional reports in each calendar year.
   

• Supplier shall pass on in full to Company, all discounts, allowances, rebates, credits, commissions, refunds or other cost reductions or similar items (“Credits”) of any kind received by Supplier, its affiliates, parents, subsidiaries as well as any person or entity in which any of the foregoing has a financial interest or investment (“Interested Parties”) (whether for prompt payment, volume purchases, combination purchases or otherwise) from any third parties providing materials or services hereunder or otherwise for the benefit of Company, regardless whether these Guidelines are in effect at the time Supplier receives such Credit in a timely manner in order for Company to avail itself of such Credit. Notwithstanding anything herein contained to the contrary, Supplier shall notify Company in writing of the availability of any Credit and the payment deadlines and other applicable terms with which Company must comply in order to receive such Credit, and Supplier shall invoice Company sufficiently in advance for the applicable costs so that Company can provide Supplier with funds in time to take full advantage of such Credit. Unless otherwise agreed to in writing by Company, upon payment by Company to Supplier, Supplier shall pay the amount due to the Media Vendor within a commercially reasonable timeframe. Supplier will not intentionally hold the funds or use them for any other purpose. Supplier will give Company prompt, complete and written disclosure of all Credits related to Company’s advertising spend, including, without limitation, prompt or early payment discounts. In addition, unless otherwise agreed in the Agreement, Company shall not be required to pay Supplier any markups, commissions, overhead, or profit of any kind on any third-party charges.
  

1. Supplier will monitor delivery of advertising and will notify Company as soon as possible if Supplier believes that an under-delivery is likely. If advertising that was scheduled to run did not in fact run, or ran incorrectly, was under-delivered, or there exists any other problem or a media billing error, Supplier shall promptly shall confer with Company about the agreed course of conduct (e.g., cancellation, rescheduling, credit, make-good, etc.), and Supplier shall use commercially reasonable efforts to implement that decision. Pursuant to Company’s decision, Supplier will (A) credit or appropriately adjust Company’s account on the next monthly billing following resolution of said media airing problem or media billing error; (B) secure a refund from the Media Vendor and promptly make such refund to Company, or if directed by Company, reallocate the funds in connection with the purchase of other media; (C) otherwise obtain appropriate make-goods, as reasonably acceptable to Company; or (D) obtain for Company another appropriate remedy reasonably acceptable to Company.
2. Supplier agrees that it shall not accept a make-good or extend any advertisement beyond its contracted flight period without Company’s prior written consent. In the event that Company elects to accept a make-good (either with the intended advertisement or a replacement), unless prohibited by the Media Vendor’s terms, as between the Parties, Company shall have the right to determine when the make-good will run.
   
3. If Company instructs Supplier to purchase media space or time in a medium having a schedule of graduated rates and less space or time than contracted for is used so that a credit is due, Supplier shall promptly credit Company for any excess amount Company may have paid over the amount actually due at the rate earned.
   

1. During the Term, Supplier shall provide monthly reports with respect to media planning that will, at a minimum, include, where relevant and available:During the Term, Supplier shall provide monthly reports with respect to media planning that will, at a minimum, include, where relevant and available:
   
   • Estimate impressions and behavioral outcomes/deliverables (clicks, leads, transactions)
     
   • Develop insertion schedules
     
   • The following information:
     
     • Media vendor name;
       
     • Site/network purchased;
       
     • Specifics of buy (sponsorship, number of impressions, clicks), clicks aggregated in one single report and detailed by creative unit, and linked into landing page statistics;
       
     • Time period of buy;
       
     • Production specifications and contact information for trafficking;
       
     • Supplier will consult with Company as to placement opportunities, strategic and tactical goals, budgets and other related issues;
       
     • Develop campaign flighting, impression level allocation, timelines, plan presentations; Provide creative consultation (applicable direction to creative Supplier partner(s)’ units, message type, etc.);
       
     • Provide a bi-annual summary recommendation outlining goals and objectives, and how the plan addresses those goals, as well as providing key metrics mapped to those goals against which the summary report will be measured.
       
   • Data, reporting and analytics
     
     • Host and maintain unified platform to share learnings, innovative thinking and ideas, best practice, and key data management, within and between all markets.
       
     • Monthly tracking of all media mix tactics, and on-going quarterly reconciliation across all markets.
       
   • Media Spend & Activity Reporting
     
     • Cloud based database/report at the country level that can be aggregated to regional and global views.
       
   • Media Flowcharts
     
     • Cloud based flowcharts at the country level that can be aggregated to regional and global views.
       
2. During the Term, Supplier shall provide monthly reports with respect to media placement that will, at a minimum, include, where relevant and available:
   
   • Webpage (URL) placement of all impressions, and instances of non-approved placements (whitelist/blacklist);
     
   • Performance versus all agreed target metrics (for example audience, CPM, clickthrough rates, keywords);
     
   • Declaration of all audience extension/sourced traffic unless otherwise agreed by the Parties;
     
   • Viewability rates at the agreed standards (for example, percentage of advertisement and duration), after deduction of invalid traffic (for example, invalid impressions);
     
   • Presence of invalid traffic by media owner/webpage;
     
   • Reporting of underperformance of trades based on viewable impressions, with associated compensation methodology;
     
   • Completion rates for all online video;
     
   • Actual net cost of all placements by media owner/site and format, in aggregated and individual form;
     
   • Click-through rates or other agreed metrics by media owner/site and format.
     
   • Actualized media data needed for any marketing mix model that shall be reasonably requested by Company, such as:
     
     • Country: XXXXXXXXX (as may be identified in the Agreement)
       
     • Update Frequency: Quarterly
       
     • Periodicity of Data: Weekly
       
     • Metrics: Spend, Impressions and GRPs
       
     • Accurate coding of data: per Company’s paid media data hierarchies
       
     • Geo-level: Media markets and National
       
     • Data accuracy requirements:
       
       • Data QC and explanation of discrepancies between media reporting and actualized media data for marketing mix model.
         
       • Explanation of any deviation in CPP and CPM from norms.
         

For print advertising, including consumer and trade magazines and newspapers, the supplier will:

1. Project audience delivery and monitor circulation levels;
2. Construct and order insertion schedules based on Company’s budget;
3. Forward insertion schedules summaries to Company;
4. Consult with Company as to placement opportunities, strategic goals, budgets and related issues, and purchase media according to Company’s instructions;
5. Provide Company with post-buy reports, specifying the delivery of the media purchased.

An action tag is a piece of html code, also referred to as a Web beacon, that when rendered by a browser displaying the Web page on which it is placed, calls the ASTP server for a transparent 1x1 pixel .gif file that allows such server to set and/or read a ASTP Cookie.

The term ad is an advertisement provided by, or on behalf of, Company to Supplier pursuant to these Guidelines. Ads include, but are not limited to, graphical advertising (e.g., banner Ads and other creative), text links and search engine placement.

Anonymous cookie data is data elements of ASTP Cookie Data that have been de-identified such that the intent is that a person cannot be identified by the ASTP Cookie Data alone or in combination with any other reasonably available information.

An Ad Serving Technology Provider (ASTP) is a third-party technology provider with whom Supplier has a contractual relationship to enable Supplier to serve Company’s Ads and track and store ASTP Cookie Data and Extended Data, including without limitation, demand-side platforms (DSPs), supply-side platforms (SSPs) and other like Ad serving technology platforms.

An ASTP cookie is an alphanumeric identifier that is assigned to an Internet User’s computer and contained in a file on the Internet User’s cookie subdirectory, which is placed on the Internet User’s computer and/or recorded by the ASTP when such computer is in communication with the ASTP’s Ad server (i.e.¸ when Ads are served or clicked on and when Action Tags are activated).

ASTP Cookie Data is data gathered through the recording of Ad impressions delivered, Ads clicked on, and Action Tags that are activated, through use of the ASTP’s technology and performance of the digital media services here under.

Custom Advertising is advertising, content, or other materials that are procured specifically for Company by Supplier on its own or through a Media Vendor and includes, without limitation, native advertising, sweepstakes and other promotions, campaigns and materials using Company Data, custom content created by Media Vendors as part of a media buy in which Company’s intellectual property rights are integrated, custom content of which Company is a sponsor, and any other advertising or content that Supplier should reasonably understand to be custom advertising.

Extended Data is data sent to the ASTP’s server by Company’s digital properties (i.e., via activation of Action Tags), regarding information sought by Company about Internet Users’ interactions with and activities and transactions on Company’s web site, which information may include, but not be limited to, pages viewed, time spent per page, time spent per session, products viewed, products purchased, and purchase amounts.

Media Data is all information personal or unique to a specific individual, including, without limitation, any information that can be used to identify or contact a specific individual, and first and last name, email address, telephone number, social security or social insurance number, location information, device identifiers, IP addresses, contact information, financial account and other financial information, date of birth, credit card and other payment card number, and online behaviors, accessed, collected, stored or otherwise processed in connection with the Media Services under these Guidelines, and include, without limitation, ASTP Cookie Data, Extended Data, and Anonymous Cookie Data.

Media Program is the scope of Media Services to be performed, which shall be performed in accordance with the terms of these Guidelines in addition to other items specifically set forth in the applicable SOW to be delivered by Supplier to Company or the applicable Company subsidiary or affiliate, including media purchases on behalf of Company or the applicable Company subsidiary or affiliate.

Media Vendors are those third party vendors that provide services for Company pursuant to agreements entered by Supplier on Company’s behalf as expressly set forth under a SOW, unless otherwise agreed upon in writing by the Parties, including, without limitation, Publishers, and data providers used in connection with any media purchases.

Prohibited Content means the prohibited content as set forth in Exhibit A.

Parties means Company and Supplier, collectively.

Publisher means third party publisher, or other entity that supplies print and/or digital content and displays advertising for consumption by consumers, including on websites, OOH (out-of-home) ads (e.g., billboards), radio and television stations and programs, and print publications.

Internet User is a person using the Internet.

Company Data includes data, information, and reports provided to Supplier or collected or stored by Supplier, its affiliates, subcontractors, or Media Vendors (including Ad networks, digital partners, DMPs, DSPs, platforms or other service providers with which Supplier has contracted on Company’s behalf for the placement of media) in performing the Services, including without limitation, any Media Vendor and media rates, discount history and calculation, usage, performance and traffic data, tagging data, code and structure, click-through rates and conversions, IP addresses, or activity data of recipients, including personally identifiable information, tracking data and all lists or other records containing any such information, even if such information is aggregated, or other data or information derived or collected by Supplier and any of the foregoing entities from or on behalf of Company or from the delivery of advertisements for Company, whether through the use of HTML/JavaScript tags, cookies, pixels, clear GIFs, log files, web beacons or other tracing or tracking files placed on destination sites, or through any other means. Company Data shall be deemed Company’s confidential information.

Media Services generally, unless otherwise set forth in the Agreement, Supplier shall perform the following services with respect to media planning and buying: 

1. Supplier shall formulate and establish a media planning process based on research analysis, pursuant to Company’s media planning restrictions set forth in Exhibit A, for the primary purpose of efficiently and effectively planning and making media placements for Company in each market, which process shall be set forth in writing and subject to Company’s prior approval.
2. Supplier agrees that the planning, purchase, and placement of any media shall be pursuant to Company’s media planning restrictions as set forth in Exhibit A, as may be modified by Company from time to time with notice to Supplier.
3. Review all advertising placed ensuring that schedules run as ordered pursuant to the applicable specifications, including make-goods and credits to which Company is entitled, and further ensuring that any media vehicles and all media affidavits correspond to the approved schedule.
4. Review and verify all media contracts and invoices for accuracy, including, but not limited to, with respect to time, rate and spaces ordered by Supplier by procuring tearsheets of print advertising and similar customary proofs of performance from media.
5. Retain media invoices and tearsheets and similar customary proofs of performance from Media Vendors for five (5) years.
6. Provide regular updates with the relevant Company team as shall be mutually agreed upon by the Parties.
7. Provide Company with the reports as described herein, including the media affidavits, media invoices and customary proofs, and the applicable SOW.
8. Secure, obtain, and pass over to Company all available incentives.
9. Resolve billing discrepancies and negotiate rebates or make-goods when applicable.
10. Supplier shall make media and other commitments only upon Company’s issuance of an insertion order (“Order”), and shall not commit Company to more space or time than is reasonably anticipated in accordance with the media placement plan described in each applicable Order. Supplier shall not change, revise, add to, or otherwise vary any advertising materials intended for media placements without Company’s prior written consent in each instance.

1.  Invoices that include costs for media purchases shall be itemized by Company business lines, unless otherwise agreed upon in writing by the Parties.
2. Media billings shall be based on estimated expenditures; however, such estimates shall then be reconciled to actual spend.
3. Except as otherwise mutually agreed upon in writing, media estimates, invoices and all information pertaining to cost shall be provided to Company in net costs only, without markup or commission of any kind.
4. Original media billing will be based on the estimated cost of the media time or space ordered by Supplier on Company’s behalf and will be adjusted to actual amounts once the station/publication invoices have been received and processed.
5. Supplier shall obtain invoices on a timely basis for media purchased for Company after the media is published and/or broadcast and shall reconcile such invoices within one hundred eighty (180) days of such publication and/or broadcast, unless otherwise reasonably requested earlier by Company.
   
6. Supplier will calculate and report to Company any unbilled media under any closed SOWs on an annual basis within thirty (30) days after the end of each calendar year, and Supplier will pay back such unbilled media to Company by no later than sixty (60) days from the end of such year. Supplier will provide bi-annual reports on unbilled media that is set forth in open SOWs by campaign to Company across all markets using the a mutually agreed upon unbilled media template on June 1st and December 1st of each year, unless otherwise agreed upon in writing by the Parties. If Company requires additional reporting on dates other than the aforementioned dates, Supplier will coordinate with Company to identify reasonable and mutually agreed upon dates, not to exceed two (2) additional reports in each calendar year.
   

• Supplier shall pass on in full to Company, all discounts, allowances, rebates, credits, commissions, refunds or other cost reductions or similar items (“Credits”) of any kind received by Supplier, its affiliates, parents, subsidiaries as well as any person or entity in which any of the foregoing has a financial interest or investment (“Interested Parties”) (whether for prompt payment, volume purchases, combination purchases or otherwise) from any third parties providing materials or services hereunder or otherwise for the benefit of Company, regardless whether these Guidelines are in effect at the time Supplier receives such Credit in a timely manner in order for Company to avail itself of such Credit. Notwithstanding anything herein contained to the contrary, Supplier shall notify Company in writing of the availability of any Credit and the payment deadlines and other applicable terms with which Company must comply in order to receive such Credit, and Supplier shall invoice Company sufficiently in advance for the applicable costs so that Company can provide Supplier with funds in time to take full advantage of such Credit. Unless otherwise agreed to in writing by Company, upon payment by Company to Supplier, Supplier shall pay the amount due to the Media Vendor within a commercially reasonable timeframe. Supplier will not intentionally hold the funds or use them for any other purpose. Supplier will give Company prompt, complete and written disclosure of all Credits related to Company’s advertising spend, including, without limitation, prompt or early payment discounts. In addition, unless otherwise agreed in the Agreement, Company shall not be required to pay Supplier any markups, commissions, overhead, or profit of any kind on any third-party charges.
  

1. Supplier will monitor delivery of advertising and will notify Company as soon as possible if Supplier believes that an under-delivery is likely. If advertising that was scheduled to run did not in fact run, or ran incorrectly, was under-delivered, or there exists any other problem or a media billing error, Supplier shall promptly shall confer with Company about the agreed course of conduct (e.g., cancellation, rescheduling, credit, make-good, etc.), and Supplier shall use commercially reasonable efforts to implement that decision. Pursuant to Company’s decision, Supplier will (A) credit or appropriately adjust Company’s account on the next monthly billing following resolution of said media airing problem or media billing error; (B) secure a refund from the Media Vendor and promptly make such refund to Company, or if directed by Company, reallocate the funds in connection with the purchase of other media; (C) otherwise obtain appropriate make-goods, as reasonably acceptable to Company; or (D) obtain for Company another appropriate remedy reasonably acceptable to Company.
2. Supplier agrees that it shall not accept a make-good or extend any advertisement beyond its contracted flight period without Company’s prior written consent. In the event that Company elects to accept a make-good (either with the intended advertisement or a replacement), unless prohibited by the Media Vendor’s terms, as between the Parties, Company shall have the right to determine when the make-good will run.
   
3. If Company instructs Supplier to purchase media space or time in a medium having a schedule of graduated rates and less space or time than contracted for is used so that a credit is due, Supplier shall promptly credit Company for any excess amount Company may have paid over the amount actually due at the rate earned.
   

1. During the Term, Supplier shall provide monthly reports with respect to media planning that will, at a minimum, include, where relevant and available:During the Term, Supplier shall provide monthly reports with respect to media planning that will, at a minimum, include, where relevant and available:
   
   • Estimate impressions and behavioral outcomes/deliverables (clicks, leads, transactions)
     
   • Develop insertion schedules
     
   • The following information:
     
     • Media vendor name;
       
     • Site/network purchased;
       
     • Specifics of buy (sponsorship, number of impressions, clicks), clicks aggregated in one single report and detailed by creative unit, and linked into landing page statistics;
       
     • Time period of buy;
       
     • Production specifications and contact information for trafficking;
       
     • Supplier will consult with Company as to placement opportunities, strategic and tactical goals, budgets and other related issues;
       
     • Develop campaign flighting, impression level allocation, timelines, plan presentations; Provide creative consultation (applicable direction to creative Supplier partner(s)’ units, message type, etc.);
       
     • Provide a bi-annual summary recommendation outlining goals and objectives, and how the plan addresses those goals, as well as providing key metrics mapped to those goals against which the summary report will be measured.
       
   • Data, reporting and analytics
     
     • Host and maintain unified platform to share learnings, innovative thinking and ideas, best practice, and key data management, within and between all markets.
       
     • Monthly tracking of all media mix tactics, and on-going quarterly reconciliation across all markets.
       
   • Media Spend & Activity Reporting
     
     • Cloud based database/report at the country level that can be aggregated to regional and global views.
       
   • Media Flowcharts
     
     • Cloud based flowcharts at the country level that can be aggregated to regional and global views.
       
2. During the Term, Supplier shall provide monthly reports with respect to media placement that will, at a minimum, include, where relevant and available:
   
   • Webpage (URL) placement of all impressions, and instances of non-approved placements (whitelist/blacklist);
     
   • Performance versus all agreed target metrics (for example audience, CPM, clickthrough rates, keywords);
     
   • Declaration of all audience extension/sourced traffic unless otherwise agreed by the Parties;
     
   • Viewability rates at the agreed standards (for example, percentage of advertisement and duration), after deduction of invalid traffic (for example, invalid impressions);
     
   • Presence of invalid traffic by media owner/webpage;
     
   • Reporting of underperformance of trades based on viewable impressions, with associated compensation methodology;
     
   • Completion rates for all online video;
     
   • Actual net cost of all placements by media owner/site and format, in aggregated and individual form;
     
   • Click-through rates or other agreed metrics by media owner/site and format.
     
   • Actualized media data needed for any marketing mix model that shall be reasonably requested by Company, such as:
     
     • Country: XXXXXXXXX (as may be identified in the Agreement)
       
     • Update Frequency: Quarterly
       
     • Periodicity of Data: Weekly
       
     • Metrics: Spend, Impressions and GRPs
       
     • Accurate coding of data: per Company’s paid media data hierarchies
       
     • Geo-level: Media markets and National
       
     • Data accuracy requirements:
       
       • Data QC and explanation of discrepancies between media reporting and actualized media data for marketing mix model.
         
       • Explanation of any deviation in CPP and CPM from norms.
         

For print advertising, including consumer and trade magazines and newspapers, the supplier will:

1. Project audience delivery and monitor circulation levels;
2. Construct and order insertion schedules based on Company’s budget;
3. Forward insertion schedules summaries to Company;
4. Consult with Company as to placement opportunities, strategic goals, budgets and related issues, and purchase media according to Company’s instructions;
5. Provide Company with post-buy reports, specifying the delivery of the media purchased.

An action tag is a piece of html code, also referred to as a Web beacon, that when rendered by a browser displaying the Web page on which it is placed, calls the ASTP server for a transparent 1x1 pixel .gif file that allows such server to set and/or read a ASTP Cookie.

The term ad is an advertisement provided by, or on behalf of, Company to Supplier pursuant to these Guidelines. Ads include, but are not limited to, graphical advertising (e.g., banner Ads and other creative), text links and search engine placement.

Anonymous cookie data is data elements of ASTP Cookie Data that have been de-identified such that the intent is that a person cannot be identified by the ASTP Cookie Data alone or in combination with any other reasonably available information.

An Ad Serving Technology Provider (ASTP) is a third-party technology provider with whom Supplier has a contractual relationship to enable Supplier to serve Company’s Ads and track and store ASTP Cookie Data and Extended Data, including without limitation, demand-side platforms (DSPs), supply-side platforms (SSPs) and other like Ad serving technology platforms.

An ASTP cookie is an alphanumeric identifier that is assigned to an Internet User’s computer and contained in a file on the Internet User’s cookie subdirectory, which is placed on the Internet User’s computer and/or recorded by the ASTP when such computer is in communication with the ASTP’s Ad server (i.e.¸ when Ads are served or clicked on and when Action Tags are activated).

ASTP Cookie Data is data gathered through the recording of Ad impressions delivered, Ads clicked on, and Action Tags that are activated, through use of the ASTP’s technology and performance of the digital media services here under.

Custom Advertising is advertising, content, or other materials that are procured specifically for Company by Supplier on its own or through a Media Vendor and includes, without limitation, native advertising, sweepstakes and other promotions, campaigns and materials using Company Data, custom content created by Media Vendors as part of a media buy in which Company’s intellectual property rights are integrated, custom content of which Company is a sponsor, and any other advertising or content that Supplier should reasonably understand to be custom advertising.

Extended Data is data sent to the ASTP’s server by Company’s digital properties (i.e., via activation of Action Tags), regarding information sought by Company about Internet Users’ interactions with and activities and transactions on Company’s web site, which information may include, but not be limited to, pages viewed, time spent per page, time spent per session, products viewed, products purchased, and purchase amounts.

Media Data is all information personal or unique to a specific individual, including, without limitation, any information that can be used to identify or contact a specific individual, and first and last name, email address, telephone number, social security or social insurance number, location information, device identifiers, IP addresses, contact information, financial account and other financial information, date of birth, credit card and other payment card number, and online behaviors, accessed, collected, stored or otherwise processed in connection with the Media Services under these Guidelines, and include, without limitation, ASTP Cookie Data, Extended Data, and Anonymous Cookie Data.

Media Program is the scope of Media Services to be performed, which shall be performed in accordance with the terms of these Guidelines in addition to other items specifically set forth in the applicable SOW to be delivered by Supplier to Company or the applicable Company subsidiary or affiliate, including media purchases on behalf of Company or the applicable Company subsidiary or affiliate.

Media Vendors are those third party vendors that provide services for Company pursuant to agreements entered by Supplier on Company’s behalf as expressly set forth under a SOW, unless otherwise agreed upon in writing by the Parties, including, without limitation, Publishers, and data providers used in connection with any media purchases.

Prohibited Content means the prohibited content as set forth in Exhibit A.

Parties means Company and Supplier, collectively.

Publisher means third party publisher, or other entity that supplies print and/or digital content and displays advertising for consumption by consumers, including on websites, OOH (out-of-home) ads (e.g., billboards), radio and television stations and programs, and print publications.

Internet User is a person using the Internet.

Company Data includes data, information, and reports provided to Supplier or collected or stored by Supplier, its affiliates, subcontractors, or Media Vendors (including Ad networks, digital partners, DMPs, DSPs, platforms or other service providers with which Supplier has contracted on Company’s behalf for the placement of media) in performing the Services, including without limitation, any Media Vendor and media rates, discount history and calculation, usage, performance and traffic data, tagging data, code and structure, click-through rates and conversions, IP addresses, or activity data of recipients, including personally identifiable information, tracking data and all lists or other records containing any such information, even if such information is aggregated, or other data or information derived or collected by Supplier and any of the foregoing entities from or on behalf of Company or from the delivery of advertisements for Company, whether through the use of HTML/JavaScript tags, cookies, pixels, clear GIFs, log files, web beacons or other tracing or tracking files placed on destination sites, or through any other means. Company Data shall be deemed Company’s confidential information.

Media Services generally, unless otherwise set forth in the Agreement, Supplier shall perform the following services with respect to media planning and buying: 

1. Supplier shall formulate and establish a media planning process based on research analysis, pursuant to Company’s media planning restrictions set forth in Exhibit A, for the primary purpose of efficiently and effectively planning and making media placements for Company in each market, which process shall be set forth in writing and subject to Company’s prior approval.
2. Supplier agrees that the planning, purchase, and placement of any media shall be pursuant to Company’s media planning restrictions as set forth in Exhibit A, as may be modified by Company from time to time with notice to Supplier.
3. Review all advertising placed ensuring that schedules run as ordered pursuant to the applicable specifications, including make-goods and credits to which Company is entitled, and further ensuring that any media vehicles and all media affidavits correspond to the approved schedule.
4. Review and verify all media contracts and invoices for accuracy, including, but not limited to, with respect to time, rate and spaces ordered by Supplier by procuring tearsheets of print advertising and similar customary proofs of performance from media.
5. Retain media invoices and tearsheets and similar customary proofs of performance from Media Vendors for five (5) years.
6. Provide regular updates with the relevant Company team as shall be mutually agreed upon by the Parties.
7. Provide Company with the reports as described herein, including the media affidavits, media invoices and customary proofs, and the applicable SOW.
8. Secure, obtain, and pass over to Company all available incentives.
9. Resolve billing discrepancies and negotiate rebates or make-goods when applicable.
10. Supplier shall make media and other commitments only upon Company’s issuance of an insertion order (“Order”), and shall not commit Company to more space or time than is reasonably anticipated in accordance with the media placement plan described in each applicable Order. Supplier shall not change, revise, add to, or otherwise vary any advertising materials intended for media placements without Company’s prior written consent in each instance.

1.  Invoices that include costs for media purchases shall be itemized by Company business lines, unless otherwise agreed upon in writing by the Parties.
2. Media billings shall be based on estimated expenditures; however, such estimates shall then be reconciled to actual spend.
3. Except as otherwise mutually agreed upon in writing, media estimates, invoices and all information pertaining to cost shall be provided to Company in net costs only, without markup or commission of any kind.
4. Original media billing will be based on the estimated cost of the media time or space ordered by Supplier on Company’s behalf and will be adjusted to actual amounts once the station/publication invoices have been received and processed.
5. Supplier shall obtain invoices on a timely basis for media purchased for Company after the media is published and/or broadcast and shall reconcile such invoices within one hundred eighty (180) days of such publication and/or broadcast, unless otherwise reasonably requested earlier by Company.
   
6. Supplier will calculate and report to Company any unbilled media under any closed SOWs on an annual basis within thirty (30) days after the end of each calendar year, and Supplier will pay back such unbilled media to Company by no later than sixty (60) days from the end of such year. Supplier will provide bi-annual reports on unbilled media that is set forth in open SOWs by campaign to Company across all markets using the a mutually agreed upon unbilled media template on June 1st and December 1st of each year, unless otherwise agreed upon in writing by the Parties. If Company requires additional reporting on dates other than the aforementioned dates, Supplier will coordinate with Company to identify reasonable and mutually agreed upon dates, not to exceed two (2) additional reports in each calendar year.
   

• Supplier shall pass on in full to Company, all discounts, allowances, rebates, credits, commissions, refunds or other cost reductions or similar items (“Credits”) of any kind received by Supplier, its affiliates, parents, subsidiaries as well as any person or entity in which any of the foregoing has a financial interest or investment (“Interested Parties”) (whether for prompt payment, volume purchases, combination purchases or otherwise) from any third parties providing materials or services hereunder or otherwise for the benefit of Company, regardless whether these Guidelines are in effect at the time Supplier receives such Credit in a timely manner in order for Company to avail itself of such Credit. Notwithstanding anything herein contained to the contrary, Supplier shall notify Company in writing of the availability of any Credit and the payment deadlines and other applicable terms with which Company must comply in order to receive such Credit, and Supplier shall invoice Company sufficiently in advance for the applicable costs so that Company can provide Supplier with funds in time to take full advantage of such Credit. Unless otherwise agreed to in writing by Company, upon payment by Company to Supplier, Supplier shall pay the amount due to the Media Vendor within a commercially reasonable timeframe. Supplier will not intentionally hold the funds or use them for any other purpose. Supplier will give Company prompt, complete and written disclosure of all Credits related to Company’s advertising spend, including, without limitation, prompt or early payment discounts. In addition, unless otherwise agreed in the Agreement, Company shall not be required to pay Supplier any markups, commissions, overhead, or profit of any kind on any third-party charges.
  

1. Supplier will monitor delivery of advertising and will notify Company as soon as possible if Supplier believes that an under-delivery is likely. If advertising that was scheduled to run did not in fact run, or ran incorrectly, was under-delivered, or there exists any other problem or a media billing error, Supplier shall promptly shall confer with Company about the agreed course of conduct (e.g., cancellation, rescheduling, credit, make-good, etc.), and Supplier shall use commercially reasonable efforts to implement that decision. Pursuant to Company’s decision, Supplier will (A) credit or appropriately adjust Company’s account on the next monthly billing following resolution of said media airing problem or media billing error; (B) secure a refund from the Media Vendor and promptly make such refund to Company, or if directed by Company, reallocate the funds in connection with the purchase of other media; (C) otherwise obtain appropriate make-goods, as reasonably acceptable to Company; or (D) obtain for Company another appropriate remedy reasonably acceptable to Company.
2. Supplier agrees that it shall not accept a make-good or extend any advertisement beyond its contracted flight period without Company’s prior written consent. In the event that Company elects to accept a make-good (either with the intended advertisement or a replacement), unless prohibited by the Media Vendor’s terms, as between the Parties, Company shall have the right to determine when the make-good will run.
   
3. If Company instructs Supplier to purchase media space or time in a medium having a schedule of graduated rates and less space or time than contracted for is used so that a credit is due, Supplier shall promptly credit Company for any excess amount Company may have paid over the amount actually due at the rate earned.
   

1. During the Term, Supplier shall provide monthly reports with respect to media planning that will, at a minimum, include, where relevant and available:During the Term, Supplier shall provide monthly reports with respect to media planning that will, at a minimum, include, where relevant and available:
   
   • Estimate impressions and behavioral outcomes/deliverables (clicks, leads, transactions)
     
   • Develop insertion schedules
     
   • The following information:
     
     • Media vendor name;
       
     • Site/network purchased;
       
     • Specifics of buy (sponsorship, number of impressions, clicks), clicks aggregated in one single report and detailed by creative unit, and linked into landing page statistics;
       
     • Time period of buy;
       
     • Production specifications and contact information for trafficking;
       
     • Supplier will consult with Company as to placement opportunities, strategic and tactical goals, budgets and other related issues;
       
     • Develop campaign flighting, impression level allocation, timelines, plan presentations; Provide creative consultation (applicable direction to creative Supplier partner(s)’ units, message type, etc.);
       
     • Provide a bi-annual summary recommendation outlining goals and objectives, and how the plan addresses those goals, as well as providing key metrics mapped to those goals against which the summary report will be measured.
       
   • Data, reporting and analytics
     
     • Host and maintain unified platform to share learnings, innovative thinking and ideas, best practice, and key data management, within and between all markets.
       
     • Monthly tracking of all media mix tactics, and on-going quarterly reconciliation across all markets.
       
   • Media Spend & Activity Reporting
     
     • Cloud based database/report at the country level that can be aggregated to regional and global views.
       
   • Media Flowcharts
     
     • Cloud based flowcharts at the country level that can be aggregated to regional and global views.
       
2. During the Term, Supplier shall provide monthly reports with respect to media placement that will, at a minimum, include, where relevant and available:
   
   • Webpage (URL) placement of all impressions, and instances of non-approved placements (whitelist/blacklist);
     
   • Performance versus all agreed target metrics (for example audience, CPM, clickthrough rates, keywords);
     
   • Declaration of all audience extension/sourced traffic unless otherwise agreed by the Parties;
     
   • Viewability rates at the agreed standards (for example, percentage of advertisement and duration), after deduction of invalid traffic (for example, invalid impressions);
     
   • Presence of invalid traffic by media owner/webpage;
     
   • Reporting of underperformance of trades based on viewable impressions, with associated compensation methodology;
     
   • Completion rates for all online video;
     
   • Actual net cost of all placements by media owner/site and format, in aggregated and individual form;
     
   • Click-through rates or other agreed metrics by media owner/site and format.
     
   • Actualized media data needed for any marketing mix model that shall be reasonably requested by Company, such as:
     
     • Country: XXXXXXXXX (as may be identified in the Agreement)
       
     • Update Frequency: Quarterly
       
     • Periodicity of Data: Weekly
       
     • Metrics: Spend, Impressions and GRPs
       
     • Accurate coding of data: per Company’s paid media data hierarchies
       
     • Geo-level: Media markets and National
       
     • Data accuracy requirements:
       
       • Data QC and explanation of discrepancies between media reporting and actualized media data for marketing mix model.
         
       • Explanation of any deviation in CPP and CPM from norms.
         

For print advertising, including consumer and trade magazines and newspapers, the supplier will:

1. Project audience delivery and monitor circulation levels;
2. Construct and order insertion schedules based on Company’s budget;
3. Forward insertion schedules summaries to Company;
4. Consult with Company as to placement opportunities, strategic goals, budgets and related issues, and purchase media according to Company’s instructions;
5. Provide Company with post-buy reports, specifying the delivery of the media purchased.

An action tag is a piece of html code, also referred to as a Web beacon, that when rendered by a browser displaying the Web page on which it is placed, calls the ASTP server for a transparent 1x1 pixel .gif file that allows such server to set and/or read a ASTP Cookie.

The term ad is an advertisement provided by, or on behalf of, Company to Supplier pursuant to these Guidelines. Ads include, but are not limited to, graphical advertising (e.g., banner Ads and other creative), text links and search engine placement.

Anonymous cookie data is data elements of ASTP Cookie Data that have been de-identified such that the intent is that a person cannot be identified by the ASTP Cookie Data alone or in combination with any other reasonably available information.

An Ad Serving Technology Provider (ASTP) is a third-party technology provider with whom Supplier has a contractual relationship to enable Supplier to serve Company’s Ads and track and store ASTP Cookie Data and Extended Data, including without limitation, demand-side platforms (DSPs), supply-side platforms (SSPs) and other like Ad serving technology platforms.

An ASTP cookie is an alphanumeric identifier that is assigned to an Internet User’s computer and contained in a file on the Internet User’s cookie subdirectory, which is placed on the Internet User’s computer and/or recorded by the ASTP when such computer is in communication with the ASTP’s Ad server (i.e.¸ when Ads are served or clicked on and when Action Tags are activated).

ASTP Cookie Data is data gathered through the recording of Ad impressions delivered, Ads clicked on, and Action Tags that are activated, through use of the ASTP’s technology and performance of the digital media services here under.

Custom Advertising is advertising, content, or other materials that are procured specifically for Company by Supplier on its own or through a Media Vendor and includes, without limitation, native advertising, sweepstakes and other promotions, campaigns and materials using Company Data, custom content created by Media Vendors as part of a media buy in which Company’s intellectual property rights are integrated, custom content of which Company is a sponsor, and any other advertising or content that Supplier should reasonably understand to be custom advertising.

Extended Data is data sent to the ASTP’s server by Company’s digital properties (i.e., via activation of Action Tags), regarding information sought by Company about Internet Users’ interactions with and activities and transactions on Company’s web site, which information may include, but not be limited to, pages viewed, time spent per page, time spent per session, products viewed, products purchased, and purchase amounts.

Media Data is all information personal or unique to a specific individual, including, without limitation, any information that can be used to identify or contact a specific individual, and first and last name, email address, telephone number, social security or social insurance number, location information, device identifiers, IP addresses, contact information, financial account and other financial information, date of birth, credit card and other payment card number, and online behaviors, accessed, collected, stored or otherwise processed in connection with the Media Services under these Guidelines, and include, without limitation, ASTP Cookie Data, Extended Data, and Anonymous Cookie Data.

Media Program is the scope of Media Services to be performed, which shall be performed in accordance with the terms of these Guidelines in addition to other items specifically set forth in the applicable SOW to be delivered by Supplier to Company or the applicable Company subsidiary or affiliate, including media purchases on behalf of Company or the applicable Company subsidiary or affiliate.

Media Vendors are those third party vendors that provide services for Company pursuant to agreements entered by Supplier on Company’s behalf as expressly set forth under a SOW, unless otherwise agreed upon in writing by the Parties, including, without limitation, Publishers, and data providers used in connection with any media purchases.

Prohibited Content means the prohibited content as set forth in Exhibit A.

Parties means Company and Supplier, collectively.

Publisher means third party publisher, or other entity that supplies print and/or digital content and displays advertising for consumption by consumers, including on websites, OOH (out-of-home) ads (e.g., billboards), radio and television stations and programs, and print publications.

Internet User is a person using the Internet.

Company Data includes data, information, and reports provided to Supplier or collected or stored by Supplier, its affiliates, subcontractors, or Media Vendors (including Ad networks, digital partners, DMPs, DSPs, platforms or other service providers with which Supplier has contracted on Company’s behalf for the placement of media) in performing the Services, including without limitation, any Media Vendor and media rates, discount history and calculation, usage, performance and traffic data, tagging data, code and structure, click-through rates and conversions, IP addresses, or activity data of recipients, including personally identifiable information, tracking data and all lists or other records containing any such information, even if such information is aggregated, or other data or information derived or collected by Supplier and any of the foregoing entities from or on behalf of Company or from the delivery of advertisements for Company, whether through the use of HTML/JavaScript tags, cookies, pixels, clear GIFs, log files, web beacons or other tracing or tracking files placed on destination sites, or through any other means. Company Data shall be deemed Company’s confidential information.

Media Services generally, unless otherwise set forth in the Agreement, Supplier shall perform the following services with respect to media planning and buying: 

1. Supplier shall formulate and establish a media planning process based on research analysis, pursuant to Company’s media planning restrictions set forth in Exhibit A, for the primary purpose of efficiently and effectively planning and making media placements for Company in each market, which process shall be set forth in writing and subject to Company’s prior approval.
2. Supplier agrees that the planning, purchase, and placement of any media shall be pursuant to Company’s media planning restrictions as set forth in Exhibit A, as may be modified by Company from time to time with notice to Supplier.
3. Review all advertising placed ensuring that schedules run as ordered pursuant to the applicable specifications, including make-goods and credits to which Company is entitled, and further ensuring that any media vehicles and all media affidavits correspond to the approved schedule.
4. Review and verify all media contracts and invoices for accuracy, including, but not limited to, with respect to time, rate and spaces ordered by Supplier by procuring tearsheets of print advertising and similar customary proofs of performance from media.
5. Retain media invoices and tearsheets and similar customary proofs of performance from Media Vendors for five (5) years.
6. Provide regular updates with the relevant Company team as shall be mutually agreed upon by the Parties.
7. Provide Company with the reports as described herein, including the media affidavits, media invoices and customary proofs, and the applicable SOW.
8. Secure, obtain, and pass over to Company all available incentives.
9. Resolve billing discrepancies and negotiate rebates or make-goods when applicable.
10. Supplier shall make media and other commitments only upon Company’s issuance of an insertion order (“Order”), and shall not commit Company to more space or time than is reasonably anticipated in accordance with the media placement plan described in each applicable Order. Supplier shall not change, revise, add to, or otherwise vary any advertising materials intended for media placements without Company’s prior written consent in each instance.

1.  Invoices that include costs for media purchases shall be itemized by Company business lines, unless otherwise agreed upon in writing by the Parties.
2. Media billings shall be based on estimated expenditures; however, such estimates shall then be reconciled to actual spend.
3. Except as otherwise mutually agreed upon in writing, media estimates, invoices and all information pertaining to cost shall be provided to Company in net costs only, without markup or commission of any kind.
4. Original media billing will be based on the estimated cost of the media time or space ordered by Supplier on Company’s behalf and will be adjusted to actual amounts once the station/publication invoices have been received and processed.
5. Supplier shall obtain invoices on a timely basis for media purchased for Company after the media is published and/or broadcast and shall reconcile such invoices within one hundred eighty (180) days of such publication and/or broadcast, unless otherwise reasonably requested earlier by Company.
   
6. Supplier will calculate and report to Company any unbilled media under any closed SOWs on an annual basis within thirty (30) days after the end of each calendar year, and Supplier will pay back such unbilled media to Company by no later than sixty (60) days from the end of such year. Supplier will provide bi-annual reports on unbilled media that is set forth in open SOWs by campaign to Company across all markets using the a mutually agreed upon unbilled media template on June 1st and December 1st of each year, unless otherwise agreed upon in writing by the Parties. If Company requires additional reporting on dates other than the aforementioned dates, Supplier will coordinate with Company to identify reasonable and mutually agreed upon dates, not to exceed two (2) additional reports in each calendar year.
   

• Supplier shall pass on in full to Company, all discounts, allowances, rebates, credits, commissions, refunds or other cost reductions or similar items (“Credits”) of any kind received by Supplier, its affiliates, parents, subsidiaries as well as any person or entity in which any of the foregoing has a financial interest or investment (“Interested Parties”) (whether for prompt payment, volume purchases, combination purchases or otherwise) from any third parties providing materials or services hereunder or otherwise for the benefit of Company, regardless whether these Guidelines are in effect at the time Supplier receives such Credit in a timely manner in order for Company to avail itself of such Credit. Notwithstanding anything herein contained to the contrary, Supplier shall notify Company in writing of the availability of any Credit and the payment deadlines and other applicable terms with which Company must comply in order to receive such Credit, and Supplier shall invoice Company sufficiently in advance for the applicable costs so that Company can provide Supplier with funds in time to take full advantage of such Credit. Unless otherwise agreed to in writing by Company, upon payment by Company to Supplier, Supplier shall pay the amount due to the Media Vendor within a commercially reasonable timeframe. Supplier will not intentionally hold the funds or use them for any other purpose. Supplier will give Company prompt, complete and written disclosure of all Credits related to Company’s advertising spend, including, without limitation, prompt or early payment discounts. In addition, unless otherwise agreed in the Agreement, Company shall not be required to pay Supplier any markups, commissions, overhead, or profit of any kind on any third-party charges.
  

1. Supplier will monitor delivery of advertising and will notify Company as soon as possible if Supplier believes that an under-delivery is likely. If advertising that was scheduled to run did not in fact run, or ran incorrectly, was under-delivered, or there exists any other problem or a media billing error, Supplier shall promptly shall confer with Company about the agreed course of conduct (e.g., cancellation, rescheduling, credit, make-good, etc.), and Supplier shall use commercially reasonable efforts to implement that decision. Pursuant to Company’s decision, Supplier will (A) credit or appropriately adjust Company’s account on the next monthly billing following resolution of said media airing problem or media billing error; (B) secure a refund from the Media Vendor and promptly make such refund to Company, or if directed by Company, reallocate the funds in connection with the purchase of other media; (C) otherwise obtain appropriate make-goods, as reasonably acceptable to Company; or (D) obtain for Company another appropriate remedy reasonably acceptable to Company.
2. Supplier agrees that it shall not accept a make-good or extend any advertisement beyond its contracted flight period without Company’s prior written consent. In the event that Company elects to accept a make-good (either with the intended advertisement or a replacement), unless prohibited by the Media Vendor’s terms, as between the Parties, Company shall have the right to determine when the make-good will run.
   
3. If Company instructs Supplier to purchase media space or time in a medium having a schedule of graduated rates and less space or time than contracted for is used so that a credit is due, Supplier shall promptly credit Company for any excess amount Company may have paid over the amount actually due at the rate earned.
   

1. During the Term, Supplier shall provide monthly reports with respect to media planning that will, at a minimum, include, where relevant and available:During the Term, Supplier shall provide monthly reports with respect to media planning that will, at a minimum, include, where relevant and available:
   
   • Estimate impressions and behavioral outcomes/deliverables (clicks, leads, transactions)
     
   • Develop insertion schedules
     
   • The following information:
     
     • Media vendor name;
       
     • Site/network purchased;
       
     • Specifics of buy (sponsorship, number of impressions, clicks), clicks aggregated in one single report and detailed by creative unit, and linked into landing page statistics;
       
     • Time period of buy;
       
     • Production specifications and contact information for trafficking;
       
     • Supplier will consult with Company as to placement opportunities, strategic and tactical goals, budgets and other related issues;
       
     • Develop campaign flighting, impression level allocation, timelines, plan presentations; Provide creative consultation (applicable direction to creative Supplier partner(s)’ units, message type, etc.);
       
     • Provide a bi-annual summary recommendation outlining goals and objectives, and how the plan addresses those goals, as well as providing key metrics mapped to those goals against which the summary report will be measured.
       
   • Data, reporting and analytics
     
     • Host and maintain unified platform to share learnings, innovative thinking and ideas, best practice, and key data management, within and between all markets.
       
     • Monthly tracking of all media mix tactics, and on-going quarterly reconciliation across all markets.
       
   • Media Spend & Activity Reporting
     
     • Cloud based database/report at the country level that can be aggregated to regional and global views.
       
   • Media Flowcharts
     
     • Cloud based flowcharts at the country level that can be aggregated to regional and global views.
       
2. During the Term, Supplier shall provide monthly reports with respect to media placement that will, at a minimum, include, where relevant and available:
   
   • Webpage (URL) placement of all impressions, and instances of non-approved placements (whitelist/blacklist);
     
   • Performance versus all agreed target metrics (for example audience, CPM, clickthrough rates, keywords);
     
   • Declaration of all audience extension/sourced traffic unless otherwise agreed by the Parties;
     
   • Viewability rates at the agreed standards (for example, percentage of advertisement and duration), after deduction of invalid traffic (for example, invalid impressions);
     
   • Presence of invalid traffic by media owner/webpage;
     
   • Reporting of underperformance of trades based on viewable impressions, with associated compensation methodology;
     
   • Completion rates for all online video;
     
   • Actual net cost of all placements by media owner/site and format, in aggregated and individual form;
     
   • Click-through rates or other agreed metrics by media owner/site and format.
     
   • Actualized media data needed for any marketing mix model that shall be reasonably requested by Company, such as:
     
     • Country: XXXXXXXXX (as may be identified in the Agreement)
       
     • Update Frequency: Quarterly
       
     • Periodicity of Data: Weekly
       
     • Metrics: Spend, Impressions and GRPs
       
     • Accurate coding of data: per Company’s paid media data hierarchies
       
     • Geo-level: Media markets and National
       
     • Data accuracy requirements:
       
       • Data QC and explanation of discrepancies between media reporting and actualized media data for marketing mix model.
         
       • Explanation of any deviation in CPP and CPM from norms.
         

For print advertising, including consumer and trade magazines and newspapers, the supplier will:

1. Project audience delivery and monitor circulation levels;
2. Construct and order insertion schedules based on Company’s budget;
3. Forward insertion schedules summaries to Company;
4. Consult with Company as to placement opportunities, strategic goals, budgets and related issues, and purchase media according to Company’s instructions;
5. Provide Company with post-buy reports, specifying the delivery of the media purchased.

An action tag is a piece of html code, also referred to as a Web beacon, that when rendered by a browser displaying the Web page on which it is placed, calls the ASTP server for a transparent 1x1 pixel .gif file that allows such server to set and/or read a ASTP Cookie.

The term ad is an advertisement provided by, or on behalf of, Company to Supplier pursuant to these Guidelines. Ads include, but are not limited to, graphical advertising (e.g., banner Ads and other creative), text links and search engine placement.

Anonymous cookie data is data elements of ASTP Cookie Data that have been de-identified such that the intent is that a person cannot be identified by the ASTP Cookie Data alone or in combination with any other reasonably available information.

An Ad Serving Technology Provider (ASTP) is a third-party technology provider with whom Supplier has a contractual relationship to enable Supplier to serve Company’s Ads and track and store ASTP Cookie Data and Extended Data, including without limitation, demand-side platforms (DSPs), supply-side platforms (SSPs) and other like Ad serving technology platforms.

An ASTP cookie is an alphanumeric identifier that is assigned to an Internet User’s computer and contained in a file on the Internet User’s cookie subdirectory, which is placed on the Internet User’s computer and/or recorded by the ASTP when such computer is in communication with the ASTP’s Ad server (i.e.¸ when Ads are served or clicked on and when Action Tags are activated).