1. The definition of “Agency” is amended to read:

Agency” means the advertising agency listed on the applicable IO. Unless Quotient has a direct agreement with the Advertiser for which Agency serves as an agency, Agency will comply with the obligations imposed on such Advertiser under these Terms.

  1. The definition of “Media Company” is amended to read:

Media Company” means Quotient Technology Inc. and the Retailer named on the IO if any.

  1. The definition of “Media Company Properties” is amended to read:

Media Company Properties” are websites that are owned, operated, or controlled by Media Company.

  1. The definition of “Network Properties” is amended to read:

Network Properties” means websites that are not owned, operated, or controlled by Media Company, but on which Media Company has a contractual right to serve Ads.

  1. Section II.b (Changes to Sites) is deleted.
  2. Notwithstanding anything to the contrary in Section III.a (Invoices), Invoices will be sent at the end of each calendar month, except as otherwise agreed to in writing by the parties.
  3. Section V.a (Without Cause) is amended to read:

Upon any Insertion Order cancellation or campaign abandonment by Advertiser (including but not limited to Advertiser’s failure to provide information necessary for campaign launch), Advertiser shall pay to Media Company the applicable fees set forth below, in addition to any other outstanding amounts due and payable to Media Company under such Insertion Order or otherwise:

Cancellation or AbandonmentFee
(% of the applicable Services or IO face value)
More than 90 days before Launch Date0%
Between 90 and 61 days before Launch Date25%
Between 60 and 31 days before Launch Date50%
Between 30 and 1 day before Launch Date100%
On or after Launch Date100% of remaining term
For Social Media Services, Bricks, Sponsorship Packages, and Takeovers - any time after IO execution100% of remaining term

Advertiser will remain liable to Media Company for amounts due for any custom content or development (“Custom Material”) provided to Advertiser or completed by Media Company or its third-party vendor prior to the effective date of termination.  For IOs that contemplate the provision or creation of Custom Material, Media Company will specify the amounts due for such Custom Material as a separate line item.  Advertiser will pay for such Custom Material within 30 days from receiving an Invoice therefore.

  1. Section V.c (Short Rates) is deleted.
  2. Section VI.c (Unguaranteed Deliverables) is deleted.
  3. Section VII.b (No Third Party Ad Server) is amended to read:

No Third Party Ad Server.  Where Agency does not use a Third Party Ad Server, Media Company may bonus as many ad units as Media Company chooses unless otherwise indicated on the IO.  Agency will not, except as otherwise agreed to in writing, be charged by Media Company for any additional Deliverables above any commitment quantity set forth on the IO.

  1. Section IX.e (No Modification) is amended to read:

No Modification.  Media Company will not, except to the extent reasonably necessary to assemble the assets into the ad unit, edit or modify the submitted Ads in any way, including, but not limited to, resizing the Ad, without Agency’s approval.  Media Company will use all Ads in strict compliance with these Terms and any written instructions provided on the IO.

  1. Section XI is amended to add the following at the end of the Section:

“In no event will Media Company’s cumulative total liability with respect to an IO exceed the amount paid or payable in the applicable IO.”

  1. Section XII.d.ii is amended to read:

Unless otherwise authorized by Agency or Advertiser, Media Company will not use or disclose IO Details of Advertiser, Performance Data, or a user’s recorded view or click of an Ad, unless on a de-identified basis so that Advertiser is not identified.

  1. Section XIII.b (Controlling Measurement) is amended to read:

Controlling Measurement. If both parties are tracking delivery, the measurement used for invoicing advertising fees under an IO (“Controlling Measurement”) will be based on Media Company’s ad server, unless otherwise agreed by Agency and Media Company in writing. Notwithstanding the foregoing, the Controlling Measurement of digital audio Ads will be based on Third Party Ad Server.

  1. Section XIII.e (Measurement Methodology) is amended to read:

Measurement Methodology. Agency will make reasonable efforts to cause the Third Party Ad Server to publish, a disclosure in the form specified by the AAAA and IAB regarding its ad delivery measurement methodologies with regard to compliance with the IAB/AAAA Guidelines.

  1. Section XIV.d is amended to read:

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. All IOs will be governed by the laws of the State of California. Media Company and Agency (on behalf of itself and Advertiser) agree that any claims, legal proceedings, or litigation arising in connection with the IO (including these Terms) will be brought solely in California, and the parties consent to the jurisdiction of such courts. 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.