AOL Advertising Native Terms and Conditions

AOL Advertising Native Terms and Conditions
With respect to those line items in the media plan, if any, that reference Advertiser's sponsorship of original custom content on AOL or Huffington Post sites, such as articles, listicles, infographics, photo galleries, etc. which may include Commercial Content and Editorial Content (as defined below) (together "Native Content"), the following terms will apply to such placements:

1. Terms and Conditions. The IO and these terms will be governed by the AOL Advertising Standard Terms and Conditions found here: http://www.advertising.aol.co.uk/aol-advertising-standard-terms-and-conditions/, or, in the event that the parties have executed master terms and conditions, such master terms shall apply (as applicable, the "IO Terms"). These terms will supplement the IO and apply to all line items in the IO pertaining to Advertiser's sponsorship of Native Content.

2. Non-cancellation. All Native Content sponsorships and placements on the IO pertaining to the Native Content are fully non-cancellable after AOL sends a confirmation email to the Advertiser following receipt of a signed IO.

3. Advertiser Branding and Disclosure. Advertiser will be identified as the sponsor of each piece of Native Content, with "Presented by Advertiser" or similar attribution appearing on AOL's sites whenever a piece of Native Content is displayed in accordance with the Internet Advertising Bureau (IAB) Guidelines on Native Advertising. Upon expiration of the term of the IO, AOL will not be obligated to remove Advertiser's name or marks from pieces of Native Content on AOL's sites.

4. Approval. AOL will have creative control over all Native Content; however, Advertiser shall have the right to final approval of any Native Content which is created to promote the Advertiser's goods or services (the "Commercial Content"), such approval not to be unreasonably withheld or delayed. Commercial Content is subject to additional fees for extra rounds of editorial revisions beyond those stated in the timeline provided to the Advertiser on the kick-off call. Cost will depend on the scope of work needed and total additional fees will be presented to the Advertiser before any revisions are made. Advertiser is responsible for ensuring that Commercial Content complies with applicable laws, regulations and codes of practice, including but not limited to, regulations relating to financial products and the British Code of Advertising Practice.

5. Native Content Start Date. Advertiser acknowledges and agrees that the Native Content inventory herein can and may have a different start date other than listed in the media plan of the IO. AOL will adjust the start date accordingly based on Advertiser communication (written or otherwise) of approval of the said Commercial Content and/or approval of headlines for any commissioned Editorial Content.

6. Ownership and Usage.
a. Advertiser Marks. Any content, data, logos, trademarks, service marks or other materials provided by Agency or Advertiser (collectively, the "Advertiser Marks") that are incorporated into the Native Content or otherwise used on AOL's sites in connection with the sponsorship (including on a Hub (defined below)) will be owned by Advertiser and deemed to be "Advertisements" pursuant and subject to the IO Terms.

b. Commercial Content. Except for any trade names, trademarks or service marks of AOL ("AOL Marks") and third-party licensed content therein (e.g., stock photos, influencer blog posts secured by AOL) ("Third-Party Licensed Content") (unless individually purchased by Advertiser), Advertiser shall own all right, title and interest in and to the Commercial Content and will solely use it on Advertiser's owned and operated websites and/or any Advertiser-branded social media accounts. Advertiser agrees to provide attribution to AOL any time the Commercial Content is used, and when used online, the attribution shall include an active link back to the Commercial Content on AOL's site. Advertiser hereby grants AOL a perpetual, worldwide, royalty-free, irrevocable licence to publicly display and promote the Commercial Content that is owned by Advertiser. With respect to any Third-Party Licensed Content, AOL hereby grants Advertiser a worldwide, non-transferable, non-exclusive licence during the term of the IO to publicly display and promote such content as part of the Commercial Content on Advertiser's owned and operated websites and/or Advertiser-branded social media accounts; provided that, in the event Advertiser selects a video player where AOL is not hosting or streaming the Native Content, Advertiser shall be responsible for all applicable public performance licences and fees associated with such use.

c. Trademark Licence. In performing its obligations under and in accordance with these terms, AOL grants to Advertiser a limited, non-exclusive, royalty-free licence to use the AOL Marks; and Advertiser grants to AOL and AOL affiliates a limited, non-exclusive, royalty-free licence to use the Advertiser Marks (collectively, together with the AOL marks listed above, the "Marks"); provided that each party: (i) does not create a unitary composite mark involving a Mark of the other party without the prior written approval of such other party; (ii) displays symbols and notices clearly and sufficiently indicating the trademark status and ownership of the other party's Marks in accordance with applicable trademark law and practice; and (iii) complies with all written guidelines provided to it by the other party related to use of the other party's Marks. Each party acknowledges the ownership right of the other party in the Marks of the other party and agrees that all use of the other party's Marks will inure to the benefit, and be on behalf, of the other party. Each party acknowledges that its utilization of the other party's Marks will not create in it, nor will it represent it has, any right, title, or interest in or to such Marks other than the licenses expressly granted herein.
d. Take Down of Commercial Content. Should AOL believe that any particular item of Commercial Content could negatively impact either or both of the parties, AOL may request that Advertiser remove such item from any websites where Advertiser has posted such Commercial Content and from any offline uses of such content, and Advertiser shall pull down and cease displaying any such Commercial Content as soon as practicable but in no event later than two (2) business days after such request.

7. Indemnification.
a. AOL will defend, indemnify, and hold harmless Agency, Advertiser, and each of its agents, affiliates, officers, directors, and employees from and against any losses resulting from any claims brought by a third party alleging that the AOL Marks or any Third-Party Licensed Content within the Native Content infringe the rights of a third party (but only to the extent that such claims do not arise from any modifications made by Advertiser or Agency).
b. Advertiser will defend, indemnify, and hold harmless AOL and its agents, affiliates, officers, directors, and employees from and against any losses resulting from any claims brought by a third party alleging that the Advertiser Marks infringe the rights of a third party.

8. Hub. Where Advertiser has sponsored an entire section of an AOL or Huffington Post site (a "Hub") where the Native Content will appear, the following terms will apply:

a. Editorial Content. AOL may also post to the Hub content which is third-party, original and/or curated editorial pieces that are thematically aligned and relevant to the topic of the Hub (the "Editorial Content"). AOL and/or the Huffington Post editorial teams will have sole discretion with respect to the creation, publication and promotion, if any, of the Editorial Content on the Hub, except where the Editorial Content has been commissioned by Advertiser, in which case Advertiser shall have the right of approval for the headline/topic. As between AOL and Advertiser, AOL (and its licensors, as applicable) shall retain all right, title and interest in and to the Editorial Content. Should Advertiser have concerns about any of the Editorial Content, Advertiser may notify AOL and the parties will work together in good faith to determine a mutually agreeable solution.
b. Sponsorship Name for Hub. AOL will clear the rights to the name of the Hub (e.g. "HuffPost Food for Thought"), and such name and any marks associated therewith will be owned by AOL. Should AOL be unable to clear a Hub name, AOL will propose and work with Advertiser to determine a suitable replacement name for the Hub.

c. Hub Sponsorship Term. AOL may remove Advertiser's name and logo as the sponsor of the Hub after the IO term ends.