PGA of America Digital Insertion Order Terms & Conditions

Last Updated: November 8, 2021

Media Company is PGA Golf Enterprises, Inc. This Insertion Order incorporates by reference and is subject to the IAB/AAAA Standard Terms and Conditions version 3.0, which may be found at https://www.iab.com/wp-content/uploads/2015/06/IAB_4As-tsandcs-FINAL.pdf (the "IAB Terms") and the terms and conditions posted here at https://pga.com (“the Media Company Terms”). To the extent any of the Media Company Terms conflict with the IAB terms, the Media Company Terms shall govern. Where noted in this Insertion Order, inventory may be provided by a third-party and subject to such third-party’s terms and conditions which shall be disclosed to Advertiser prior to execution of this Insertion Order.

Target Audience:  Unless otherwise explicitly stated in this Insertion Order, the target audience for media placed hereunder is United States only. (Reference IAB Terms §IIb) All ad-served placements in this Insertion Order will comply with the stated geographic targeting, however non ad-served placements including, but not limited to, social media posts, in-stream video content, etc., are explicitly excluded from geotargeting restrictions. Advertiser/Agency will disclose to Media Company any and all cookies, tracking pixels, tags or other information placed on a site visitor's device or other embedded technology that are contained within the Advertising Materials as presented to Media Company by Advertiser/Agency.  Media Company reserves the right to reject the inclusion of such information or technology in its sole discretion.  Media Company uses services on its sites that require Media Company to include a privacy policy compliant with applicable law that discloses the usage of third-party technology and the data collection and usage resulting from the services, and Advertiser/Agency will reasonably cooperate with Media Company in fulfilling such obligation.

Payment: For Advertisers with separate written PGA Golf Enterprises, Inc. marketing agreements covering this insertion ("Marketing Agreement"), payment terms will be consistent with the terms of such Marketing Agreement, if any.  In all other cases, unless payment terms in the Invoice Frequency stated in this Insertion Order specify date-specific invoicing, Media Company will invoice Advertiser/Agency upon full signature of this Insertion Order by the parties, and payments must be made within 30 days of receipt of invoice to the address on the invoice. Timely payment is of the essence for all Agencies/Advertisers. Agency will immediately notify Media Company in writing if funds advanced and cleared from Advertiser for this insertion are or become insufficient to satisfy the amounts due under hereunder. If Media Company does not receive timely payment or if in Media Company's reasonable assessment, Advertiser/Agency's credit becomes impaired after acceptance of this Insertion Order, then Media Company may upon notice to Agency or Advertiser halt or delay performance of any non-prepaid insertions until Media Company receives satisfactory assurances that amounts due will be paid in a timely manner. Media Company will notify Advertiser/Agency when an invoice becomes past due and Advertiser/Agency will have 30 days to remit payment. If Advertiser/Agency fails to remit payment within such 30 days, interest will begin to be assessed on the invoice at the higher of 1.5% per month or the highest amount allowed by law. (Reference IAB Terms §III)

For contract based media buys, Media Company will invoice Advertiser/Agency based on agreed upon contracted rate. For impression based media buys, Media Company will report and invoice based on actual impressions delivered on the basis of cost per thousand.

Reporting:  Media Company will track ad delivery through its own reporting from its designated first party ad server or through the designated first party ad server of its service provider, as determined by Media Company. Reporting will be made available at least monthly.  Invoice reconciliation will only occur at the request of the Advertiser/Agency where the difference between Media Company’s reported impressions and the Advertiser/Agency’s third party ad server’s reported impressions is greater than 10%. (Reference IAB Terms §IV & XIIId)

Cancellation: If it is agreed that Media Company will incur out of pocket expenses in connection with this Insertion Order, or if this insertion includes a sponsorship/share of voice program, or if this insertion incorporates inventory across multiple media (web and broadband are defined as one medium for the purpose of this provision), then this Insertion Order is non-cancellable.  (Reference IAB Terms §Va)

Sponsorships/Share of Voice/Flat Fee: Insertions based on sponsorship/share of voice and flat fee shall be billed on a flat fee basis as opposed to impressions. There is no impression guarantee for sponsorship/share of voice or flat fee insertions. In such instances, estimated impressions are provided as a courtesy and are not binding on Media Company. (Reference IAB Terms §VI)

Site Standards/Indemnification: Advertising Materials, together with any instructions pertaining thereto, must be delivered no less than five (5) business days in advance of the scheduled appearance on the site. At Media Company’s discretion, Media Company may require Advertiser/Agency to submit a script, storyboard, and/or rough-cut of the Advertising Materials for Media Company’s review up to ten (10) business days in advance of the first scheduled flight date.  If materials submitted are defective or non-compliant, flight dates may be delayed without penalty to Media Company (Reference IAB Terms §IX).  The Advertising Materials shall not be contrary to public interest, shall conform to Media Company's then-existing program and operating policy and quality standards and are subject to Media Company's prior approval and continuing right to reject, suspend the access of, or require editing of such materials.  (Reference IAB Terms §IX).  Advertiser/Agency warrants that all Advertising Materials (i) comply with industry codes or rules applicable to Advertiser/Agency, including (if applicable) the Children’s Online Privacy Protection Act, and including regulations or rules governing information collected by Advertiser/Agency; (ii) contain no spyware, adware, or any other software designed to covertly gather user information through the user's internet connection; (iii) contain no unauthorized embedded interactive triggers or other software that automatically diverts users from any Media Company site or service; and (iv) are accurate and that all claims contained therein have been substantiated.  (Reference IAB Terms §IX)

Advertiser/Agency warrants that all consents required by law have been obtained prior to the submission of advertising to Media Company; that no material submitted to Media Company by Advertiser/Agency will infringe any common law or statutory copyright, right of privacy, trademark, trade name or any other right of any person or entity; and that such advertising will contain no matter that is libelous, scandalous or in any other way objectionable (including, without limitation, material that constitutes or results in illegal competition or trade practices). Media Company shall have the right to require revisions of advertising as a condition to distribution. Advertiser/Agency warrants and represents that all advertising materials supplied by Advertiser/Agency hereunder comply with all applicable federal, state, and local law, rules and regulations.

Development of Advertising Materials: In the event that Advertiser/Agency asks Media Company or its designee to create or contribute to the Advertising Materials and Advertiser/Agency approves such materials, Advertiser/Agency shall indemnify Media Company from any liabilities or expenses which may arise out of Advertiser's/Agency's use of same. Advertiser/Agency shall acquire no rights to any Advertising Materials created by Media Company or its designee unless Media Company signs a separate written agreement to the contrary.  (Reference IAB Terms §Xa.iii)

Credit Checks:  Media Company reserves the right to perform credit checks on Advertiser/Agency prior to acceptance of any Insertion Order.

Miscellaneous Terms:  For the purposes of this Insertion Order, “force majeure” shall also mean major news events but does not include financial hardship.  The laws of the State of New York shall govern this Insertion Order and venue will be the Southern District of New York.  (Reference IAB Terms §XIVd)

Any notification required “in writing” in connection with this Insertion Order may be communicated via email to the contact listed in the Insertion Order.

Advertiser/Agency will jointly and severally indemnify and hold harmless Media Company, and its service providers, from and against all claims, demands, debts, obligations or charges (including reasonable attorneys’ fees and disbursements) which arise out of a result from (i) Agency's and/or Advertiser's breach of any obligations, representations, or warranties hereunder or (ii) serving the Ad Materials, preparation of the Ad Materials, or contemplated delivery of materials furnished by or on behalf of Agency or Advertiser or furnished by Media Company at their request for use in connection with the Ad Materials. The provisions of this paragraph shall survive the termination or expiration of the applicable Insertion Order.

Media Company assumes no responsibility for any errors or omissions in the advertising. Advertiser/Agency agrees that it will not hold Media Company responsible for any errors or omissions, and this Insertion Order shall not be invalidated by any such errors or omissions. The provisions of this paragraph shall survive any termination of this Insertion Order.

Subject to the terms and conditions hereof, Media Company will make best efforts to display the Ad Materials covered by this Insertion Order according to the terms set forth herein. Media Company shall have no obligation to display the Ad Materials for the benefit of any person other than Advertiser/Agency or for a product or service other than that agreed upon by the parties.

Unless otherwise agreed upon by the parties, no cash discounts, volume discounts or other discounted rates will apply.

In the event of a breach hereof by Media Company, the exclusive remedy of Advertiser/Agency therefor shall be a credit for substituted advertising time of equal value.

The party executing this contract on behalf of Advertiser/Agency acknowledges that it has the authority to do so that they have taken all steps necessary and appropriate to authorize the execution and performance hereof and that by its execution has caused both Advertiser and Agency to be bound by the terms hereof.

This Insertion Order may not be transferred or assigned by Advertiser/Agency without the prior written consent of Media Company, nor shall Media Company be required to distribute any material for the benefit of any advertiser other than Advertiser/Agency or for any other product(s) or service(s) other than those designated in this Insertion Order.

The contract shall not be amended or modified in any respect except in writing signed by both parties.