SpotsNow Standard Insertion Order Terms

3.1 Reservation of Inventory

When Buyer authorizes payment through the SpotsNow platform, advertising inventory may be reserved and pricing may be locked for a limited period displayed in the Platform (the "Reservation Period"). A reservation does not constitute confirmation of delivery and does not create any delivery obligation. SpotsNow does not guarantee availability beyond the Reservation Period.

3.2 Publisher Approval

A Campaign becomes eligible for confirmation only after Publisher reviews and approves the booking through the Platform.

3.3 Conditions to Confirmation

A Campaign is confirmed only when (a) Publisher has approved the Campaign and (b) all required creative materials, talking points, and tracking information (if applicable) have been provided in accordance with the Campaign Details. If these conditions are not satisfied within the Reservation Period, the reservation may expire and any authorized payment may be released or refunded in accordance with the Platform's payment flow.

4.1 Payment Processing

Buyer authorizes SpotsNow or its payment processor to process payment for the Campaign in the amount displayed at checkout. Payment may be authorized at the time of reservation and captured upon Campaign confirmation, or otherwise processed in accordance with the payment flow presented through the Platform.

4.2 Charges, Refunds, and Payment Failures

Buyer may be charged when payment is captured in accordance with the Platform's payment flow, typically upon Campaign confirmation. If a Campaign is not approved or is not confirmed, Buyer will not be charged and any payment authorization may be released or refunded.

If a confirmed Campaign does not run or fails to deliver substantially in accordance with the confirmed Campaign Details, Buyer will be entitled to a refund or credit for the undelivered portion, as determined under Sections 6 and 10.

If Buyer's payment is declined, reversed, charged back, refunded, or otherwise fails after confirmation, Publisher shall have no obligation to deliver any remaining Campaign placements unless and until payment is successfully completed.

4.3 Taxes

Each party is responsible for its own taxes arising from a Campaign. Prices displayed through the Platform exclude applicable taxes unless otherwise stated.

5.1 Delivery Obligations

Upon confirmation of a Campaign and confirmation that payment has been successfully processed in accordance with Section 4, Publisher agrees to deliver the Campaign substantially in accordance with the confirmed Campaign Details.

Publisher retains editorial control over the tone, style, and presentation of advertising content, provided that required ad formats, durations, placements, and approved talking points are honored.

5.2 Compliance with Laws

All advertising delivered under these IO Terms must comply with applicable laws, regulations, and industry standards. Each party is responsible for ensuring that its respective actions and materials comply with applicable legal and regulatory requirements.

9.1 Ownership

Each party retains ownership of all intellectual property it owns or provides in connection with a Campaign. Nothing in these IO Terms transfers ownership of intellectual property between the parties.

9.2 Limited License

Buyer grants Publisher a limited, non-exclusive, non-transferable license to use Buyer-provided creative materials solely for the purpose of delivering the Campaign in accordance with the Campaign Details. No other rights are granted or implied.

9.3 Likeness and Usage Rights

Unless expressly agreed otherwise in writing through the Platform in connection with this Campaign and as part of this order, Buyer receives no right to use Publisher's or any host's name, voice, image, likeness, or persona outside the context of the Campaign as delivered. Any extended usage, likeness, or promotional rights must be separately agreed in writing between Buyer and Publisher and may require additional compensation.

9.4 Data Handling

If either party receives personal data from the other in connection with a Campaign, that party shall use such data solely as necessary to perform the Campaign and in compliance with applicable privacy and data-protection laws. Neither party shall sell such personal data or use it for unrelated purposes.

9.5 External Agreements; No Platform Administration

Any grant of likeness rights, extended usage rights, promotional rights, exclusivity, change orders, or other rights or obligations not expressly included in the Campaign Details must be documented in a separate written agreement or side letter executed directly between Buyer and Publisher outside the Platform.

Any additional compensation, fees, or payments arising from such external agreements shall be invoiced, paid, and administered solely between Buyer and Publisher outside the Platform. SpotsNow does not review, administer, invoice, collect, disburse, or enforce any such payments.

SpotsNow shall have no responsibility or liability with respect to any external agreement, side letter, payment, or dispute arising therefrom, and any such agreement does not modify these IO Terms or the Campaign unless expressly reflected in updated Campaign Details through the Platform.

For clarity, discussions or messages exchanged through the Platform's messaging system do not, by themselves, create, modify, or amend contractual rights or obligations.

10.1 Before Confirmation

Either party may decline or cancel a Campaign prior to confirmation and before the applicable Reservation Period expires, without penalty or obligation.

10.2 After Confirmation

Cancellation after confirmation may result in charges for Campaign placements already delivered or for advertising inventory that the Publisher has reasonably committed to deliver, as reflected in the confirmed Campaign Details.

10.3 Make-Goods

If a confirmed placement is not delivered for reasons beyond the Publisher's reasonable control, the Buyer and Publisher will cooperate in good faith to provide a comparable substitute placement of equivalent value or a pro-rated credit or refund for the undelivered portion.

10.4 Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under these IO Terms due to events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, government actions, or widespread internet or platform outages. Where feasible, the parties will cooperate in good faith to reschedule affected placements; if rescheduling is not feasible, the sole remedy shall be a make-good, credit, or refund for the undelivered portion, consistent with this Section 10.

11.1 Mutual Indemnification

Each party agrees to indemnify, defend, and hold harmless the other party and its respective officers, directors, employees, and agents from and against any third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to (a) the indemnifying party's breach of these IO Terms or applicable law, or (b) any allegation that materials, content, or representations provided by the indemnifying party infringe, misappropriate, or otherwise violate the intellectual property or proprietary rights of a third party.

11.2 Indemnification Procedures

The indemnified party shall promptly notify the indemnifying party in writing of any claim subject to indemnification and shall reasonably cooperate in the defense. The indemnifying party shall control the defense and settlement of the claim, provided that no settlement may impose any obligation or admission of liability on the indemnified party without its prior written consent.

11.3 Buyer's Indemnification Obligations

Buyer specifically agrees to indemnify and hold Publisher harmless from and against all third-party claims arising out of or relating to (a) the creative materials, talking points, claims, or assets supplied by Buyer, (b) any false, misleading, or unsubstantiated advertising or marketing claims contained in Buyer's materials, or (c) violations of applicable law or third-party rights resulting from Buyer-provided content.

11.4 Publisher's Indemnification Obligations

Publisher specifically agrees to indemnify and hold Buyer harmless from and against all third-party claims arising out of or relating to (a) defamation, infringement, or other violation of rights arising from Publisher's own content in which the Campaign is delivered, or (b) violations of applicable law resulting from Publisher's delivery of the Campaign, including required disclosure obligations to the extent applicable.

11.5 Limitation of Liability

To the maximum extent permitted by applicable law, neither party shall be liable to the other for any indirect, incidental, consequential, special, exemplary, or punitive damages arising out of or relating to a Campaign or these IO Terms, including loss of profits, revenue, business, or goodwill, even if advised of the possibility of such damages. Except for liability arising from a party's fraud, gross negligence, or willful misconduct, or a party's obligations under this Section 11, each party's total aggregate liability to the other shall not exceed the total amount paid or payable for the applicable Campaign.

12.1 Good-Faith Resolution

If any dispute, claim, or controversy arises out of or relates to a Campaign or these IO Terms, Buyer and Publisher agree to first attempt to resolve the matter in good faith through direct written communication.

12.2 Notice of Disputes

Buyer must notify Publisher in writing of any alleged failure to deliver within thirty (30) days after the Campaign was scheduled to conclude. Buyer must notify Publisher of any dispute regarding verified delivery or performance within ten (10) business days after receipt of reasonable proof of delivery, as described in Section 6. Absent timely notice, delivery shall be deemed complete.

12.3 Venue

If the dispute cannot be resolved through good-faith efforts, it may be brought in any court of competent jurisdiction having authority under the governing law determined in accordance with Section 13.

12.4 Platform Role

Buyer and Publisher acknowledge that SpotsNow is not a party to any insertion order and has no obligation to resolve, arbitrate, or adjudicate disputes between them. SpotsNow may, at its discretion, provide platform records or transaction logs upon reasonable request but shall have no liability related to the dispute.