Apple Advertising Services
Insertion Order Terms and Conditions
Effective Date: December 20, 2023
These Apple Advertising Services Insertion Order Terms and Conditions, including any
attachments, exhibits, schedules, or other documents that are incorporated by reference(these “IO Terms”) govern the provision of advertising services (“IO Services”) provided byApple as described in an insertion order, media plan, or other advertising purchase orbooking instrument (“IO”) executed by Apple and the customer identified on the IO(“Customer” or “You”).
In consideration of the foregoing and of the mutual promises and covenants set forth
herein, You and Apple (collectively, the “Parties”) agree as follows:
1. General. These IO Terms are the only agreement between You and Apple governing
the provision of the IO Services. Except as expressly agreed by the Parties in writing,no other terms and conditions relating to the IO Services shall be binding on theParties. The provision of the IO Services by Apple to You does not in itself constituteApple’s acceptance of any of Your terms and conditions and does not modify oramend these IO Terms.
2. Insertion Orders.
a. Apple may require each IO to specify any or all of the following: (i) the identityof the advertiser on whose behalf the IO Services are being purchased, (ii)the identity and contact information for the advertising agency or otherrepresentative for the advertiser, if any, (iii) types and quantities of ad units
being purchased, (iv) start and end dates of the Campaign, (v) rates or otherfinancial metrics, as appropriate, (vi) invoice or billing schedule, (vii) any
special delivery requirements and specifications, and (viii) such otherinformation as Apple may require to provide the IO Services.
b. An IO will be deemed accepted only when executed by the Parties. You mayrequest a modification to an accepted IO in writing and Apple will respondwithin a reasonable time after such request. Modifications to an IO will not bebinding unless approved in writing by the Parties.
3. Incorporation of Apple Advertising Services Terms of Service.
a. The Apple Advertising Services Terms of Service, available atsearchads.apple.com/terms-of-service (the “Terms of Service”) are hereby
incorporated into these IO Terms by reference. Capitalized terms used inthese IO Terms but not defined have the respective meanings assigned tothem in the Terms of Service. Not all features and functionalities referenced
in the Terms of Service may be available or applicable to the IO Services.
b. In case of a direct and irreconcilable conflict between any term or conditionof these IO Terms and those in the Terms of Service, the former shall takeprecedence.
4. Ad Content. Your Ad Content must be received by Apple at least 15 business days
before the start date of Your Campaign, unless otherwise agreed by the Parties inwriting. Ad Content must comply with all specifications, policies, instructions, andguidelines provided or made available by Apple, including those applicable to therelevant IO Service(s) specified at searchads.apple.com/terms (each incorporated
into these IO Terms by reference and as may be amended from time to time byApple). Ad Content is subject to Apple’s approval and, without prejudice to Apple’srights under Section 6(e) of the Terms of Service, Apple may reject or remove YourAd Content for failure to comply with Apple’s specifications, policies, instructions,or guidelines in Apple’s sole discretion. Any modifications You request or that arenecessary to comply with Apple’s specifications, policies, or guidelines may result
in delays. Apple will act in good faith and use commercially reasonable efforts toapprove Your Ad Content before the start date of Your Campaign, however, in theevent that no Ad Content is approved before the scheduled start date of YourCampaign or if all of Your Ad Content is rejected or removed during Your Campaign,unless otherwise agreed by the Parties in writing: (a) Apple may pause or suspend
the Campaign, (b) the end date of Your Campaign may not be adjusted, (c) You may
not be entitled to any Makegoods (as defined below), and (d) You will remain
responsible for all Your payment obligations associated with the Campaign in full.
Notwithstanding anything to the contrary in these IO Terms, and consistent with theTerms of Service, You acknowledge and agree that You are solely responsible forYour Ad Content as provided to Apple.
5. Payments. Apple shall invoice You, and You agree to pay Apple as invoiced, inaccordance with the IO. Notwithstanding Section 7(j) of the Terms of Service,
invoices may be based on actual delivery or may be billed according to the fees andother charges set forth in each applicable IO, or as otherwise agreed by the Parties
in writing. Payment for invoices will be due and payable 45 days from the date ofApple’s invoice, except as may otherwise be required by Apple in writing or agreed
by the Parties in writing. Late payments may be subject to an interest charge
computed daily for each day that the payment is late. The interest charge shall becalculated from a base interest rate (“Base Rate”) plus the lesser of one percent(1%) or the maximum amount allowed by applicable law. The Base Rate will be basedon any evolving or then-prevailing market convention for determining a benchmark
rate in the country of payment at such time. If such rate is not publicly quoted orotherwise reasonably determinable by Apple, then the Base Rate shall be based on
the central bank policy rate or single consolidated equivalent in the country ofpayment at such time. If the Base Rate is negative, it shall be deemed zero per cent(0%).
6. Makegoods; ADUs.

a. Makegoods. In the event Apple fails to deliver any ad units set forth in theIO, except as a result of Your conduct, such as Your breach of these IO
Terms, Apple may provide a remedy of comparable offering and similar value
for non-delivery of agreed upon ad units, as mutually agreed by the Parties(“Makegoods”). Makegoods will be calculated based on the shortfall of adunits actually delivered compared against the agreed upon quantity of adunits in the IO. If Makegoods are provided to You, Makegoods shall be Yoursole and exclusive remedy for Apple’s failure to deliver any ad units set forthin the IO. Makegoods may include, but are not limited to, future delivery ofYour Ad Content.
b. ADUs. Notwithstanding Section 9(g) of the Terms of Service, in the event
actual deliverables fall below the agreed upon guaranteed levels of traffic,impressions, clicks, or other audience-level metrics as specified in theapplicable IO for Campaigns that are expressly identified as eligible for
Audience Deficiency Units (”ADUs”) in such IO, Apple shall provide You withADUs, unless such underdelivery of guaranteed levels is a result of Yourconduct, such as Your breach of these IO Terms. ADUs will be calculated
based on the shortfall of audience-level metrics actually delivered comparedagainst the agreed upon audience-level metrics in the IO. ADUs may include,
but are not limited to, additional impressions within the same Campaign, orsome other form of compensation, as mutually agreed by the Parties. TheParties will work in good faith to use the ADUs within the 12 months
immediately following the end of the applicable Campaign. Any ADUs offeredto You that are not used within 24 months from the end of the applicable
Campaign will expire, and You agree that Apple will have delivered on the IO
in full and in no event has any further obligations to You with respect to such
IO.
7. Modification to IO Terms. Apple reserves the right, at its discretion, to modify oramend these IO Terms at any time. If you have an active IO at the time of any suchmodification, Apple shall provide You with reasonable notice, including the date on
which such to-be-modified IO Terms will go into effect. You acknowledge and agree
that reviewing such notice of IO Terms modifications is Your responsibility. If You do
not agree to any modification to the IO Terms, You shall immediately (in no event onor after the date that the to-be-modified IO Terms go into effect) notify Apple ofYour rejection. In case of such rejection by You, Your sole remedy shall be a prorata refund for all undelivered future Campaigns. Unless otherwise communicatedto You by Apple, Your continued receipt of the IO Services after any modification tothe IO Terms shall be deemed as Your acceptance of the IO Terms as modified.
8. Termination. Notwithstanding either Party’s ability to terminate the Terms ofService, these IO Terms and the Terms of Service shall remain in effect for any IO
until the expiration or termination of such IO, except as provided herein. You may
terminate an IO at any time upon written notice to Apple. Upon such notice, Apple
will use commercially reasonable efforts to stop distribution of Your Ad Content
within a reasonable time and, unless otherwise agreed by the Parties in writing, You
will remain responsible for all Your payment obligations associated with theapplicable IO in full. Unless otherwise agreed by the Parties in writing, once Appleceases distribution of Your Ad Content, except as expressly otherwise provided inthese IO Terms or as required by applicable law: (a) all rights, licenses, consents,
and authorizations granted by either Party to the other under the applicable IO will
immediately terminate; (b) Apple shall have no further obligation to provide the IO
Services under the applicable IO; and (c) all fees owed to Apple will become due andpayable in accordance with the applicable IO.
9. Force Majeure. Neither Party shall be liable or responsible to the other Party, norbe deemed to have defaulted or breached these IO Terms, for any delay or failure tofulfill or perform its obligations under the applicable IO, except for any obligations
to make payments to the other Party, if such delay or failure is caused by or resultsfrom acts beyond such Party’s reasonable control, including, but not limited to: (a)fire, flood, earthquakes, or explosions; (b) telecommunications line failure, electricaloutages, or network failures; (c) governmental actions, judicial orders, or changes
in law; (d) war, invasion, hostilities (whether war is declared or not), acts ofterrorism, riots, insurrections, or other civil unrest; (e) embargoes or blockades ineffect on or after the date of the IO; (f) national or regional emergencies, (g) strikes,
labor stoppages or slowdowns, or other industrial disturbances; (h) epidemics orpandemics; and (i) acts of God (each, a “Force Majeure Event”), provided such Party
promptly notifies the other Party within 30 days of the Force Majeure Event and uses
reasonable efforts to cure such failure or delay in its performance. For the avoidanceof doubt, the Party suffering a Force Majeure Event must be directly affected by theForce Majeure Event to claim the rights under this Section, and a Force Majeure
Event does not include an act of negligence or intentional wrongdoing by such Party.