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  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. Terms of Payment. Payment is due within thirty (30) days from receipt by Go-rilla Digital Advertising of the Publisher’s invoice for the campaign, unless otherwise indicated in the Special instruction field on the IO. All funds indicated above will be issued in either USD or EURO. Go-rilla Digital Advertising reserves the right to withhold payment if Publisher (i) breach the IO and any of its restrictions and/or this Agreement, or (ii) engage in any deceptive or fraudulent activity, including, without limitation, extraordinarily high numbers of repeat clicks, fraudulent impressions generated by any person, robot, automated program or similar device, or (iii) Go-rilla Digital Advertising has not been paid by its advertisers and/or partners. Each party shall bare its own taxes, duties and charges imposed or that may be imposed by any applicable governmental agency and/or bank transfer fees in connection with the Agreement and each party’s performance hereunder. Upon commencing with cooperation, Publisher will open an account and upload all future invoices to the Go-rilla Finance Platform found at http://invoice.go-rilla.mobi/. Invoices that are not uploaded to the Go-rilla Finance Platform may be delayed until such time that invoices are uploaded. The minimum threshold for a due payment is five hundred (500) dollars. If cooperation is terminated, all due funds will be processed according to payment terms, regardless of minimum threshold.
2. Either Publisher or Go-rilla Digital Advertising may discontinue or pause any campaign upon (12) hours prior written notice. Go-rilla Digital Advertising may apply any balance of pre-paid fees to a new campaign. Due to technology issues it may happen that publisher will be asked to pause immediately.
3. Construction. No terms or conditions other than those set forth in the IO, the Amendment, and the IAB shall be binding on Go-rilla Digital Advertising unless expressly agreed in writing by Go-rilla Digital Advertising. To the extent that any provision set forth in the Agreement conflicts with any provision set forth in the IAB (as expressly amended by this Amendment), the former shall govern.
4. Addition to Section II of the IAB. The following Subsection II(e) shall be added to Section II: “Media Company and/or Publisher shall maintain, on each of the Sites an easy-to-understand privacy policy that is in compliance with any and all applicable laws, rules and regulations (including the EU General Data Protection Regulation) and industry regulatory guidelines, discloses the use of third-party advertising companies to serve ads on the Sites, which may, directly or indirectly, collect or use information about users and includes a mechanism which offers users an opportunity to opt-out from such use of the data and information. Publishers must provide end users with clear and comprehensive information regarding any devices (such as cookies or local shared objects) in use at their websites for storing information. Publishers must also implement an opt-in system which ensures that the prior and informed consent is obtained from end users in the European Union before any such devices are used or installed in the end users’ terminal equipment.”
5. Addition to Section XI of the IAB. The following new sentence shall be added at the end of Section XI: “In no event shall either party’s aggregate liability for any claim arising out of or related to this Agreement, to the fullest extent possible under applicable law, exceed the amounts received by Media Company and/or Publisher under this Agreement during the twelve (12) months immediately preceding the date on which such claim is made. The limitations of liability set forth in this section XI shall not limit either party’s liability for breach of its obligations under Section II, Section X, Section XII or for fraud, gross negligence or willful misconduct. Notwithstanding any provision herein to the contrary, Go-rilla Digital Advertising and/or Agency will bear no liability or indemnification obligations for any act or omission of Media Company, Publisher and/or Publisher its affiliates.”
6. 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 Agency’s Policies and/or any restrictions under the IO, and will not violate any third party’s rights (including intellectual property rights and/or privacy rights).
7. 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”.