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 Corporation (“Flipp”) who operates, among other things the Flipp Marketplace (as defined in the Storefronts TOS). When Advertiser sets a GMA 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:
- Construction
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 Growth Media Network” refers to the online properties utilized by Flipp for serving Growth Media Ads.
“Growth Media Ad” means Flipp’s proprietary display advertising ad unit that incorporates the Digital Storefront into display ad format using the Mocks approved by Advertiser.
“Media Plan” refers to a plan/proposal prepared by Flipp, for the distribution of Growth Media Ads on the Flipp Growth Media Network. The plan/proposal is an estimate only and is subject to optimization.
“Mock” means a template for generating the Growth Media Ad(s).
“Sufficient Lead Time” shall mean, for the creation of the Growth Media Ad, at least twenty (20) Business Days before the Distribution Date.
- SERVICES
2.1 Growth Media Services. If Advertiser sets a budget to distribute the Digital Storefront on the Flipp Growth Media Network (“GMA Budget”), Flipp shall perform the following services, which shall form a part of the Services as defined in the Storefronts TOS:
- Preparation of the Growth Media Ad: Flipp will prepare the Growth Media Ad using the Mock approved by Advertiser. To ensure that Flipp is able to distribute the Growth Media Ad by the Distribution Date, Advertiser agrees to approve the Mock in a timely manner. Additionally, Growth Media Ads are systematically generated from the approved Mocks, and thus Advertiser acknowledges that the Growth Media Ads may not be exactly as shown in the Mocks; however, Flipp will use best efforts to produce Growth Media Ads that are substantially similar to the approved Mocks.
- Distribution on the Flipp Growth Media Network: The Growth Media Ad will be prepared in accordance with Section 2.1(a) and distributed on the Flipp Growth Media Network in accordance with the Media Plan.
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 GMA Budget Setting. GMA Budgets may be set through (i) email notification, (ii) the Flipp Dashboard, or (iii) any other means agreed to in writing by both Parties.
3.2 Optimization: Unless otherwise communicated in writing by Advertiser, Flipp may optimize the use of any GMA Budget and any Promotion Budget between the properties comprising the Flipp Marketplace and the Flipp Growth Media Network.
3.3 Condition: Due to the nature of the Flipp Growth Media Network, distribution is on a non-guaranteed basis. Advertiser will not be charged for any unused GMA Budget.
3.4 Invoice and Payment: GMA Budgets shall be invoiced in accordance with the Media Plan. For greater certainty, invoicing and payment shall be subject to the terms and conditions set out in the Storefronts TOS.
