Brandscreen, Inc. ("Brandscreen") Cancellation and Refund Policy

PRODUCTS & SERVICES
Brandscreen, Inc. provides a media booking, trading and optimization service. Unless otherwise agreed, Brandscreen, Inc. is the SELLER of the media products offered on this website. Each media product is priced separately and clearly alongside its description in the system. The prices shown are inclusive commissions unless separately agreed, and are exclusive applicable national, state and/or local taxes unless explicitly shown. The prices shown are valid only for the duration of the session or until a booking is made in the form of an Insertion Order. Once an Insertion Order is issued, the prices shown at the time of booking are fixed and not subject to change.
INSERTION ORDERS AND INVENTORY AVAILABILITY
1. From time to time, the parties may negotiate Insertion Orders under which Brandscreen will deliver, in accordance with terms agreed to herein and within Insertion Orders, advertisements to its affiliated site(s) for the benefit of Advertiser. At the Brandscreen's discretion, an "Insertion Order" (IO) may either be submitted by Brandscreen and signed by the Advertiser/Agency or be submitted by the Advertiser/Agency and signed by Brandscreen Each IO shall specify: (a) the type(s) of inventory to be delivered (e.g., impressions, clicks or other desired actions); (b) the price(s) for such inventory; (c) the maximum amount of money to be spent pursuant to the IO (the "Total Spend") and (d) the start and end dates of the campaign. Other items that may be included are: reporting requirements such as impressions or other performance criteria; any special ad delivery scheduling and/or ad placement requirements; and specifications concerning ownership of data collected.
2. Brandscreen will make best efforts to notify Agency/Advertiser within two business days of receipt of an insertion order (IO) if the specified inventory is not available. Acceptance of the IO and these Terms and Conditions will be made upon written or electronic approval of the IO by the Brandscreen and Agency/Advertiser, unless otherwise agreed upon in the IO.
AD PLACEMENT AND POSITIONING
Brandscreen shall comply with the IO, including all ad placement restrictions, so that, consistent with the scope of the IO, an advertisement provided by Advertiser (the "Advertisement") is provided to the site (s) (the "Site") specified on the IO when such Site is called up by an internet user.
1. Brandscreen's technical specifications, shall be made available to the Advertiser upon request. Unless otherwise agreed to in writing, Brandscreen shall not be obligated to display any advertising which does not meet the published technical specifications.
2. Brandscreen will comply with the IO, including making best efforts to schedule a balanced delivery schedule, unless otherwise specified in the IO. Unless otherwise specified in the IO, all campaigns are "pre-emptible" and Brandscreen makes no guarantee of delivery or even delivery.
PAYMENT/PAYMENT LIABILITY
1. Invoices
  Invoices are to be sent to: Agency/Advertiser's billing address as set forth in the IO and should include the IO number, the Advertiser name, the Brand name, and any Campaign name, number or other identifiable reference as stated on the IO. Brandscreen shall invoice the advertiser for the actual amount and cost of inventory delivered to the Agency/Advertiser in any give Calendar month.
  
  Invoices should be accompanied by proof of performance, which may include access to online reporting, as addressed in this document. Brandscreen should invoice Advertiser for the services provided not less often than a calendar month basis with the net cost equaling the cost of actual impressions delivered in the preceding calendar month.
2. Payment Date
  Unless otherwise agreed to in writing by the parties, all payments for advertising are to be made in advance. In the event that Brandscreen, in its sole discretion should elect to offer credit terms to the Advertiser/Agency, payments will be made within 30 days of the Advertiser/Agency's receipt of Brandscreen's invoice. If Agency has not been paid by the Advertiser within sixty (60) days, Brandscreen may seek payment directly from Advertiser.
REPORTING
In order that Advertiser may monitor its campaign, Brandscreen agrees to utilize its best efforts to provide Advertiser password-protected access to online reporting information reflecting Brandscreen's advertising results under the Insertion Order, updated at least daily. Brandscreen will use commercially reasonable efforts to deliver impressions or clicks in accordance with the estimates set forth in the Insertion Order. Brandscreen acknowledges that all statistical information resulting from the advertisements placed pursuant to the Insertion Order (including without limitation the number of page views, number of viewers, responses, "click-through rates" or similar data) will be held in confidence by Brandscreen and will not be disclosed on a campaign specific basis to any third party without the express written permission of Advertiser. Further, Brandscreen shall utilize such statistical information on a campaign specific basis solely for the purpose of performing its responsibilities under the Insertion Order and otherwise for the exclusive benefit of Advertiser

The parties agree that Brandscreen's ad-serving technology shall be used for reporting purposes and the contents of such reports shall be the sole basis for billing Agency/Advertiser hereunder.
CANCELLATION
A Draft Insertion Order may be canceled by the Buyer at any time and without any penalty until it is 'signed and issued' in the system. The buyer 'signs and issues' an Insertion Order by selecting the 'Buy Now' option, and then selecting 'Commit to Buy' in the MEDIA section of this website. A Signed Insertion Order may not be canceled and is non-refundable.
MAKEGOODS
1. Brandscreen shall monitor delivery of the Advertisements, and shall notify the Advertiser in writing as soon as possible if Brandscreen believes that an under-delivery is likely. In the case of a probable or actual under-delivery, the parties may arrange for make-good consistent with these Terms and Conditions.
2. In the event that actual deliverables (impressions, clicks, etc.) for any campaign fall below the levels set forth in the IO, and/or if there is an omission of any advertisement (placement or creative unit), Advertiser will make an effort to agree upon the conditions of a make-good flight either in the IO or at the time of the shortfall. If no make-good can be agreed upon, Brandscreen shall provide a credit/refund equal to the value of the under-delivered portion of the contract. In no event shall Brandscreen provide a make-good or extend any Advertisement beyond the period set forth in the IO without prior written/emailed consent of the Agency/Advertiser.
BONUS IMPRESSIONS
1. Where Agency/Advertiser utilizes Third Party Ad Serving, Brandscreen will not bonus more than ten percent without prior written consent from Advertiser.
2. Where Advertiser does not utilize Third Party Ad Serving, Brandscreen may bonus as many ad units as Brandscreen chooses unless otherwise indicated on the IO. Advertiser will not be charged for any additional advertising units above any level guaranteed in the IO.
FORCE MAJEURE
Neither party shall be liable for delay or default in the performance of its obligations under this Agreement if such delay or default is caused by conditions beyond its reasonable control, including but not limited to, fire, flood, accident, earthquakes, telecommunications line failures, electrical outages, network failures, acts of God, or labor disputes. In such event, Brandscreen shall make every reasonable effort within 5 business days, to recommend a substitute transmission for the Advertisement or time period for the transmission. If no such substitute time period or makegood is acceptable to Advertiser, Brandscreen shall allow Advertiser a pro rata reduction in the space, time and/or program charges hereunder in the amount of money assigned to the space, time and/or program charges at time of purchase. Advertiser shall have the benefit of the same discounts that would have been earned had there been no default or delay.

To the extent that a force majeure has continued for five business days, the Brandscreen has the right to cancel the flight.
AD MATERIALS
1. It is the Advertiser's obligation to submit advertising materials (defined as artwork, re-direct tags, active URL's and active target site) in accordance with Brandscreen's existing criteria or specifications (including content limitations, technical specifications and material due dates) as posted on the Brandscreen's website at the time of the signing of the IO. Any specs stated on the signed IO supercede posted specs. If advertising materials are late, Advertiser is still responsible for the media purchased pursuant to IO.
2. Brandscreen reserves the right within its discretion to reject any advertising materials that do not comply with such policies, criteria, specifications, or any applicable law.
3. If material provided by the Advertiser is damaged, not to the Brandscreen's specifications, or otherwise unacceptable, Brandscreen shall notify Advertiser within two business days of receipt of advertising materials.
4. Brandscreen will not edit or modify the submitted Advertisements in any way, including, but without limitation, resizing the Advertisement, without Advertiser approval.
5. Brandscreen shall not, without prior authorization from Advertiser, display or publish any materials relating to Advertiser or its products, or alter, modify, or change the Advertisement or other materials provided by Advertiser, including but not limited to resizing. Third Party Ad Server tags, if used, shall be implemented so that they are functional in all aspects. Brandscreen shall use all such materials in strict compliance with any instructions provided by Advertiser. Brandscreen will not use Advertiser's trade name, trademarks, logos or Advertisements in any form without Advertiser's prior written approval.
INDEMNIFICATION
1. Brandscreen shall defend, indemnify and hold harmless Advertiser and Advertiser's respective agents, affiliates, subsidiaries, directors, officers and employees against any claim, action, liability, loss and expense including reasonable attorneys' fees (collectively "Loss") relating to or arising out of Brandscreen's breach of this agreement or Brandscreen's display or sending of any Advertisement other than as approved by Advertiser.
2. Advertiser shall defend, indemnify, and hold harmless Brandscreen and its respective agents, affiliates, subsidiaries, directors, officers, and employees against any Loss relating to or arising out of Advertiser's product or the content of any Advertisement delivered accurately, including but not limited to materials that violate the right of a third party; materials that are defamatory or obscene; or materials that would constitute a criminal offense.
NON-DISCLOSURE, DATA OWNERSHIP, AND PRIVACY
1. Any confidential information and proprietary data provided by one party, including the Advertisement description, and the pricing of the Advertisement, set forth in the IO, shall be deemed "Confidential Information" of the disclosing party. Confidential Information shall be kept in the strictest confidence and shall be protected by all reasonable and necessary security measures. Confidential Information shall not be released by the receiving party to anyone except an employee, or agent who has a need to know same, and who is bound by confidentiality obligations. Neither party will use any portion of Confidential Information provided by the other party hereunder for any purpose other than those provided for under this Agreement.
2. All personally identifiable information initially gathered pursuant to the IO regarding individual web users is the property of Advertiser, and is considered Confidential Information. Advertiser and Brandscreen may use such information on an aggregated, non-identifiable basis. Brandscreen acknowledges that all statistical information resulting from the advertisements placed pursuant to the Insertion Order (including without limitation the number of page views, number of viewers, responses, "click-through rates" or similar data) will remain the property of Advertiser, will be held in confidence by Brandscreen and will not be disclosed to any third party without the express written permission of Advertiser. Further, Brandscreen shall utilize such statistical information solely for the purpose of performing its responsibilities under the Insertion Order and otherwise for the exclusive benefit of Advertiser.
3. Advertiser shall post a privacy policy on its Web sites and adhere to the terms thereof. Advertiser's failure to continue to post a privacy policy or its failure to adhere to its privacy policy shall constitute grounds for immediate cancellation of the IO by Brandscreen.
MISCELLANEOUS
1. Brandscreen represents and warrants that the Brandscreen has all necessary permits, licenses, and clearances to operate the Brandscreen Service and post all content contained therein or as given for use outside the Site. Advertiser represents and warrants that the Advertiser has all necessary licenses and clearances to use the content contained in their advertising material.
2. These Terms and Conditions and the related IO constitute the entire agreement of the parties with respect to the subject matter and supersede all previous communications, representations, understandings, and agreements, either oral or written, between the parties with respect to said subject matter.
3. In the event of any inconsistency between the terms of an IO and these Terms and Conditions, the terms of the IO shall prevail. All IO's shall be governed by the laws of the State of New York. No modification of these Terms and Conditions or any IO shall be binding unless in writing and signed by both parties. If any provision herein is held to be unenforceable, the remaining provisions shall remain in full force and effect. All rights and remedies hereunder are cumulative.
4. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF SUCH DAMAGES ARE FORESEEABLE AND WHETHER OR NOT ADVERTISER HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. IN NO EVENT SHALL EITHER PARTY'S LIABILITY EXCEED THE TOTAL AMOUNT PAID BY ADVERTISER TO Brandscreen HEREUNDER.