The services provided under this Publisher Insertion Order (the “IO”) are subject to the terms and conditions attached hereto as Amendment to the Standard Terms and Conditions For Internet Advertising For Media Buys One year or Less, Version 3.0 (the “IAB“) posted at http://www.iab.net/guidelines/508676/tscs3 (the “Amendment”). Both the IO and the Amendment are constitute as the agreement between the parties (the “Agreement”).

IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed on its behalf by its duly authorized officer as of the Effective Date below. If an authorized representative of Agency is executing this Agreement on behalf of the publisher, it represents and warrants it has the authority as such publisher’s agent to bind such publisher to this Agreement.

Amendment to the IAB

Publisher and/or Agency and/or Affiliate (as applicable, hereinafter “the party”, or “a party”) understands and agrees to the following Go-rilla Digital Advertising’s provision of the services pursuant to the IO to which these Amendment are attached shall be subject to, and governed by, the terms and conditions set forth in the IAB, except as otherwise expressly set forth herein. Capitalized terms used but not otherwise defined in these Amendment.

Go-rilla Digital Advertising and Publisher and/or Agency (as applicable) hereby agrees to amend the IAB as follows:

1. Addition to Section II of the IAB. The following shall be added as Section II(d): “It is hereby agreed that for the Site(s), online media inventory and/or Deliverables, owned and/or provided by any of Media Company’s and/or Publisher’s affiliates, subcontractors, partners and/or on behalf of any other third party (collectively the “Partners”), Media Company and/or Publisher sole responsibility and/or obligation, with respect to compliance with Sections X, XI and this Section II, will be to obtain contractual representations from such Partners and/or any other third party, as for their compliance with the same restrictions as stated herein. It should be emphasized that, except from Media Company’s and/or Publisher’s responsibility as aforesaid, in no event Media Company and/or Publisher will be liable for any third party and/or Partners’ violation of any such restrictions whatsoever”.
2. Wording replacement of subsection III.a., second paragraph, of the IAB: Wording of Subsection III.a., second paragraph, shall be replaced by the following: “Advertiser/Agency shall pay Media Company and/or Publisher for the Deliverables according to the pricing model and other terms as stipulated within the IO. Late payments will be subject to late fees at the rate of one and one half percent (1.5%) per month, or, if lower, the maximum rate allowed by law. Payments shall be calculated based on Advertiser/Agency’s tracking and reporting system. Any discrepancy between the Advertiser/Agency’s reports and Media Company’s and/or Publisher’s reports, exceeding ten percent (10%), shall be resolved by the parties in an amicable way and through good faith. In any case, payments due to Media Company and/or Publisher will be made regardless if Advertiser/Agency has been received any payment from its advertisers”.
3. Addition to Section III of the IAB. The following subsection III.d. shall be added to Section III: “Withholding payment from Media Company and/or Publisher shall take place exclusively in connection with specific Deliverables (and not in connection with and/or in reference to overall Media Company’s current invoicing to Advertiser/Agency) and only if Advertiser/Agency provides to Media Company sufficient and/or substantial and/or tangible evidence, elaborated and made available by a well-known unrelated independent MRC accredited 3rd party brand safety tool and proof of non-payment from its advertiser, supporting the withholding action in connection with the specific Deliverables subject of such action, that must include source and/or sub-source and/or click ID number (“Supporting Documentation”). Claims and/or payment withholdings to Media Company (whether in connection with fraudulent activity or for any other reason) must be brought into Media Company’s knowledge (altogether with the Supporting Documentation) by no later than the 15^th day after the end of the month during which the Deliverables were provided, otherwise all impressions, inquiries, conversions, etc., shall be deemed as valid in their entireness and payable to Media Company in full”.
4. Wording replacement of Section V of the IAB. Wording of Section V. entirely, shall be replaced by the following: “Either party may terminate this Agreement and/or any IO, for any or no reason, by providing the other party with twenty four (24) hours’ prior written notice”.
5. Replacements under Section X.b. of the IAB. Under Section X.b., the wording “By Advertiser. Advertiser will defend”, shall be replaced by the following wording: “By Advertiser and/or Agency. Advertiser and/or Agency, joint and independently, will defend”.
6. Addition to Section XI of the IAB. The following wording is hereby added to section XI: “Notwithstanding any provision herein to the contrary, Media Company will bear no liability or indemnification obligations for any act or omission of Advertiser and/or Agency”.
7. Addition to Section XII of the IAB. The following Subsection XII(i) shall be added to Section XII: “Agency, Advertiser, Media Company and Publisher and its Affiliates each warrant and represent that its performance of obligations under this Agreement does not violate nor encourage violation of any applicable local, state, national or foreign laws, rules, regulations, including the General Data Protection Regulation and Go-rilla Digital Advertising and/or Media Company’s Policies, and will not violate any third party’s rights (including intellectual property rights and/or privacy rights).
8. Modification of Section XIV(d) of the IAB. The blank space set forth in the second sentence of Section XIV(d) of the IAB Standard Terms is filled in as follows: “Israel”. The blank space set forth in the third sentence of Section XIV(d) of the IAB Standard Terms hereby is filled in as follows: “Tel Aviv, Israel”.