These terms of service, together with any order (“Order”) signed by the Parties and the Storefronts Terms of Service (“Storefronts TOS”) incorporating these terms of service by reference, constitute a legally binding agreement (the “Agreement”) between “Advertiser”, a company that creates content featuring products and/or services, and Flipp Operations Inc. (“Flipp”) who operates, among other things the Flipp Marketplace (as defined in the Storefronts TOS). Any reference to Flipp herein shall refer to Flipp and/or any or all of its Affiliates. When Advertiser sets a Brand Media Budget (as defined herein), these terms of service shall form a part of the Storefronts TOS. If applicable, Agency is the agency of record for Advertiser, and is accepting these terms of service on behalf of Advertiser. Where applicable, “Advertiser” shall be interpreted as “Agency (on behalf of Advertiser)”.
In consideration of the mutual promises and covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:
1.1 Definitions
Defined terms in this Agreement will have the same meaning as set forth in the Storefronts TOS, except as otherwise provided herein.
“Flipp Brand Media Network” refers to the online properties utilized by Flipp for serving Brand Media Ads.
“Brand Media Ad” means Flipp’s proprietary display advertising ad unit that incorporates the Digital Storefront into display ad format.
“Media Plan” refers to a plan/proposal prepared by Flipp, as applicable, for the distribution of Brand Media Ads on the Flipp Brand Media Network. The plan/proposal is an estimate only and is subject to optimization.
“Mock” means a template for generating the Brand Media Ad(s).
“Sufficient Lead Time” shall mean, for the creation of the Brand Media Ad, at least twenty (20) Business Days before the Distribution Date.
2.1 Brand Media Services. If Advertiser sets a budget to distribute the Digital Storefront on the Flipp Brand Media Network (“Brand Media Budget”), Flipp shall perform the following services, which shall form a part of the Services as defined in the Storefronts TOS:
(a). Preparation of the Brand Media Ad: If agreed to between Advertiser and Flipp, Flipp will prepare the Brand Media Ad using the Mock approved by Advertiser. To ensure that Flipp is able to distribute the Brand Media Ad by the Distribution Date, Advertiser agrees to approve the Mock in a timely manner. Additionally, Brand Media Ads are systematically generated from the approved Mocks, and thus Advertiser acknowledges that the Brand Media Ads may not be exactly as shown in the Mocks; however, Flipp will use best efforts to produce Brand Media Ads that are substantially similar to the approved Mocks if and as applicable. The Services described in this Section 2.1(a) may be subject to additional costs.
(b). Distribution on the Flipp Brand Media Network: If Flipp prepares the Brand Media Ad, it will be prepared in accordance with Section 2.1(a). The Brand Media Ad will be distributed on the Flipp Brand Media Network in accordance with the Media Plan, if applicable.
2.2 Condition: Services listed in Sections 2.1 are subject to Advertiser providing the Advertiser Content within the applicable Sufficient Lead Time, and Advertiser complying with the then-current content policies of Flipp.
3. BUDGET SETTING; INVOICE AND PAYMENT
3.1 Brand Media Budget Setting. Brand Media Budgets may be set through (i) email notification, (ii) the Flipp Dashboard or a third-party dashboard approved by Flipp, or (iii) any other means agreed to in writing by both Parties.
3.2 Media Plan: Unless otherwise communicated in writing by Advertiser, Flipp may optimize the use of any Brand Media Budget between the items set out in the Media Plan, if applicable, or as described in Section 3.1(c) of the Storefronts TOS.
3.3 Promotion. The Brand Media Budget shall be used to Promote the Brand Media Ad on the Flipp Brand Media Network. Advertiser will be charged for the Services at the applicable Advertising Cost.
3.4 Condition: Due to the nature of the Flipp Brand Media Network, distribution is on a non-guaranteed basis. Advertiser will not be charged for any unused Brand Media Budget.
3.5 Invoice and Payment: Brand Media Budgets shall be invoiced in accordance with the Media Plan, if applicable. For greater certainty, invoicing and payment shall be subject to the terms and conditions set out in the Storefronts TOS.