Epsilon Retail Media AT&T IO Terms and Conditions

Addendum to IAB 3.0
Last Updated: June 2025

IAB Standard Terms & Conditions Version 3.0:https://www.iab.com/wp-content/uploads/2015/06/IAB_4As-tsandcs-FINAL.pdf

Epsilon Data Management follows IAB Standard Terms and Conditions Version 3.0, modified as follows:

1. In the event an IO is executed directly by the Advertiser, all obligations of Agency and Advertiser under the IO shall be performed by Advertiser.
2. Unless specifically stated as guaranteed, all IOs are non-guaranteed inventory.
3. Section III.a. Invoices. Epsilon Data Management LLCs records shall be determinative for purposes of calculating all amounts paid or received under the IO.
   1. Upfront. Advertiser or Agency will be invoiced in full for the campaign upon execution of the IO. Any payment once made by Advertiser or Agency to Epsilon Data Management, LLC shall not be refunded or refundable to Advertiser or Agency for any reason
   2. Monthly Invoicing. Advertiser or Agency will be invoiced for the campaign line items according to their monthly delivery or for flat-rate line items, in the first month where they are dated.
4. Section IX (Ad Materials) will have the following new subsection h added as follows:
   Advertiser represents and warrants that: (a) that its advertising claims for its products used in connection with this IO shall not be false or misleading; (b) that it has in its possession adequate and sufficient data to establish the truthfulness of any and all advertising and labeling claims and that past usage of the same or similar claims has occurred without, to such a partys knowledge, any objections by the Federal Trade Commission, Food and Drug Association, or any other local, state or federal government agency; and (c) the content and Advertising Materials Advertiser delivers to pursuant to this IO does not and will not infringe upon any third party intellectual property or proprietary right; (d) the content and Advertising Materials Advertiser delivers to pursuant to this IO does not and will not slander, defame or libel any person; (e) the content and Advertising Materials Advertiser delivers to pursuant to this IO does not and will not contain or include any content that is obscene, indecent, or constitute Adult Content, meaning any material, including textual, audio or video material, which is violent or pornographic or which contains nudity, explicit violent or sexual material or depictions of violent or sexual acts; and (f) it will not introduce any viruses, malware, and the like into the Network Properties.
5. Section XIV, subsection d. shall be deleted and replaced as follows: Conflicts; Governing Law; Amendment. In the event of any inconsistency between the terms of an IO and these Terms, the terms of the IO will prevail. The plaintiff to any litigated dispute arising out of or relating in any way to all IOs will have the option of selecting venue, and the other Party shall consent to such venue and exclusive jurisdiction, in any of the following States: New York, Delaware, Texas, or Illinois. This Agreement shall be governed by the laws of the State selected for venue without respect to its choice of law rules. No modification of these Terms will be binding unless in writing and signed by both parties. If any provision herein is held to be unenforceable, the remaining provisions will remain in full force and effect. All rights and remedies hereunder are cumulative. Subsection h. Epsilon Data Management does not share revenue with its retailer customers related to the advertising of alcohol.
6. Section VI(b) of IAB V3 shall be deleted and replaced as follows: Advertiser acknowledges and agrees that, at times, there may be events, actions, or inventory issues that could adversely impact impression delivery. Advertiser further acknowledges and agrees that its purchase of 100% Share-of-Voice may preclude it from securing comparable makegoods. Accordingly, Advertiser acknowledges that for campaigns with a CPM cost structure and is purchased at 100% Share-of-Voice, if the parties cannot agree to a makegoods offered at Media Companys discretion as to advertising program and estimated value, Advertiser shall not be entitled to assert a right to a credit.

In addition to the above addendum to IAB. There will be additional notes added to the IO to address points of how Epsilon manages campaigns. Those notes are as follows:

Campaign Notes:

• Any offsite campaigns shall adhere to Epsilons creative guidelines located at https://legal.epsilon.com/us/creative-guidelines
• Inventory is sold on a first come first serve basis; impressions & dates are subject to change. No inventory is reserved until the signed contract is received.
• Banner Ad media, Sponsored Product Ad and Offsite Banner media budget is fluid based on performance. Frequency capping is not available.
• When there are multiple retailers related to a particular buy (e.g. Grocery One, BevAlc, ERM Audiences and/or retailers that have multiple banners, etc.), on-site media will run on ALL retailers where the product is available.
• Competitive separation is not guaranteed.
• Epsilon Retail Media cannot guarantee viewability, however, will make every effort to run quality media that complies with Publicis viewability thresholds.
• DCM (to report on impression delivery) and DV monitoring tags (to report on media quality i.e. viewability, ad fraud, and brand safety & suitability) are permitted by specific retailers only. Additional third-party tags are not accepted currently. Data collected by tags and/or the retailer may be subject to limitations on use or re-use by the advertiser.
• Third-party tags for the purpose of billing are not permitted for any on-site media.
• Third-party tags for the purpose of billing are not permitted for most off-site media. If a special request for 3PB is submitted, it must be individually evaluated and approved before the execution of an IO.
• Each Party agrees that non-public campaign details (e.g. price, new products, campaign performance, etc) shall be maintained by both Parties as Confidential Information.
• In the event that this Insertion Order or Brand contract pertains to a self-service activation, the Advertiser or Agency acknowledges and agrees that the committed spend amount shall be fully expended within the agreed-upon campaign flight dates. The brand side self-service activation team shall use commercially reasonable efforts to manage the campaign in accordance with the agreed-upon goals and objectives. If the Epsilon Data Management Media Strategy & Delivery team (MS&D team) observes that the campaign is not pacing towards the full expenditure of the committed spend by the end of the contracted flight date(s), the MS&D team may notify the Advertiser or Agency of the potential need for delivery support. If the Advertiser or Agency fails to respond to such notice within three (3) business days, the MS&D team may take appropriate actions, at its sole discretion, to ensure the campaigns timely delivery which may include but are not limited to, the addition of new placements, the addition of new SKUs or equivalent entities, the removal of underperforming SKUs, the inclusion of new search terms, or other similar adjustments. The Advertiser or Agency acknowledges that: (i) any actions taken by the MS&D team with respect to a self-service campaign shall be carried out with the intent to meet the original campaign objectives and to fulfill the committed spend amount, while maintaining the overall performance and integrity of the campaign; and (ii) that the actions taken by the MS&D team or the subsequent campaign performance realized, under this provision shall not relieve the Advertiser or Agency of its obligation to fulfill payment for the committed spend amount . Any proactive changes made by the MS&D team will be documented in writing and provided to the Advertiser or Agency upon completion. It is further understood and agreed by the Advertiser or Agency.