Epsilon Retail Media IO Terms and Conditions

Last Updated: February 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. Section I.c. Revisions. Revisions to accepted IOs will be made in writing and acknowledged by the other party in writing, which may be provided via email.
3. Unless specifically stated as guaranteed, all IOs are non-guaranteed inventory.
4. 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.
5. Section IX (Ad Materials) will have the following new subsection h. added as follows:
   Advertiser represents and warrants that: (i) that its advertising claims for its products used in connection with this IO shall not be false or misleading; (ii) 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; (iii) 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; (iv) the content and Advertising Materials Advertiser delivers to pursuant to this IO does not and will not slander, defame or libel any person; (v) 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 (vi) it will not introduce any viruses, malware, and the like into the Network Properties.
6. 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.
7. 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.