Crimtan Inc. Advertising Terms & Conditions (United States)

Pursuant to one or more Insertion Orders (individually and collectively, an “IO”) that incorporate by reference these Crimtan Inc. Advertising Terms and Conditions (these “Ts & Cs”), Crimtan Inc., a Delaware corporation with its principal place of business at 300 Park Avenue, 12th Floor, New York, NY 10022 USA (“Crimtan,” “we,” “us” or “our”) will perform the services described in the IO for the party identified therein (the “Client” or “Advertiser”). The IO and these Ts & Cs together form the binding “Agreement.” Capitalized terms not defined here have the meanings given in the IO.

  1. Advertising Services
    1. Unless the IO states otherwise, Crimtan’s sole obligation is to serve the creative supplied by Advertiser (“Creative”) in the placements and formats specified in the IO during the campaign flight (the “Campaign”).
    2. Submission of a signed IO constitutes acceptance of the rates, terms and conditions then in effect. Any modification must be in a writing signed by both parties.
    3. Unless site lists are expressly fixed in the IO, Crimtan may place Creative across any inventory it reasonably deems suitable. Daily campaign activity begins at 00:01 Eastern Time (ET) for U.S.‑based campaigns. Crimtan may adjust the start date if Creative or tracking assets are delayed or inventory fluctuates.
    4. All rate quotes are valid only when set out in a signed IO; Crimtan may revise quotes at any time prior to execution of the IO.
  2. Delivery & Measurement Standards
    1. Crimtan will use commercially reasonable efforts to deliver the impressions or other media units stated in the IO within the flight dates and, unless agreed otherwise, will pace delivery evenly.
    2. Unless the parties agree in writing to use a third‑party ad‑server, Crimtan’s ad server shall be the controlling measurement for billing purposes. Crimtan aligns its counting methodology with the IAB Tech Lab/MRC standards for U.S. impression measurement.
    3. If third‑party measurement is approved, the Client must provide Crimtan with access to its reporting interface and alert Crimtan to discrepancies within fifteen (15) days; unresolved variances below 10 % are deemed accepted as normal.
  3. Payment, Credit & Cancellation
    1. Unless Crimtan approves credit in writing, all invoices are payable in U.S. dollars, in advance of the Campaign start.
    2. Where credit is approved, Client shall pay all invoices within thirty (30) days of invoice date. Late payments accrue interest at 1.5 % per month (or the maximum rate allowed by law, whichever is lower).
    3. Client must report any billing dispute within fifteen (15) days of the invoice date. Failure to do so waives the right to dispute that invoice.
    4. Either party may cancel a Campaign on forty‑eight (48) hours’ written notice. Client will owe media fees for impressions delivered through the effective cancellation date plus any non‑cancellable third‑party costs incurred by Crimtan.
    5. Crimtan will honor one (1) pause of up to seven (7) days per Campaign. Pauses do not toll notice periods for cancellation.
  4. Creative Standards
    1. All Creative is subject to Crimtan approval. We may reject or remove any Creative that we believe violates law, industry standards or these Ts & Cs.
    2. If Creative is served through third‑party tags, Client must supply a working sample of each creative variation in advance.
    3. Client is responsible for the functionality of all Creative and liable for any losses arising from malfunctioning tags or assets.
  5. Limitation of Liability
    1. Neither party shall be liable for indirect, incidental, consequential, special or punitive damages, or for lost profits, even if advised of the possibility.
    2. Crimtan’s aggregate liability under the Agreement shall not exceed the total fees paid or payable under the applicable IO.
  6. Indemnification & Compliance
    1. Client warrants that the Creative and its use will not infringe any third‑party right or violate any law. Client will indemnify and hold harmless Crimtan and its affiliates from any third‑party claims arising from the Creative or Client’s breach of the Agreement.
    2. Applicable Privacy Laws means, to the extent applicable to a Campaign or data set: the California Consumer Privacy Act as amended by the CPRA (collectively, “CCPA”), the Colorado Privacy Act, the Virginia Consumer Data Protection Act, the Utah Consumer Privacy Act, the Connecticut Data Privacy Act, the Children’s Online Privacy Protection Act (“COPPA”), any successor federal privacy legislation, and, where relevant, the EU GDPR and ePrivacy Directive, together with implementing state or federal regulations (collectively, “Privacy Laws”).
    3. Each party represents that it will comply with the Privacy Laws and any self‑regulatory codes (including the Digital Advertising Alliance AdChoices Program) applicable to its activities. Client is the “business” or “controller” with respect to any personal information it provides; Crimtan acts as “service provider,” “processor” or equivalent role.
    4. The Crimtan Privacy Policy (as posted at https://crimtan.com/privacy/ and updated from time to time) applies to Campaigns and is hereby incorporated.
  7. Force Majeure
    Neither party is liable for delay or failure to perform due to events beyond its reasonable control, including natural disasters, acts of war, terrorism, civil disorder, governmental action, labor disputes, Internet or utility failures, or similar events.
  8. Confidentiality
    Each party will keep the other’s non‑public information confidential and use it only to perform under the Agreement, using at least the same care it applies to its own confidential information (and no less than reasonable care).
  9. Non‑Solicitation of Publishers
    Except for pre‑existing direct relationships documented by Client, Client will not during the Campaign term and for six (6) months thereafter knowingly solicit or contract directly with any publisher or inventory source that Crimtan introduced to Client for the purpose of bypassing Crimtan in procuring advertising inventory.
  10. Governing Law & Venue
    This Agreement is governed by, and construed in accordance with, the laws of the State of New York, without regard to its conflict‑of‑laws principles. The parties consent to the exclusive jurisdiction of the state or federal courts located in New York County, New York, and waive any objection to venue in such courts.
  11. Notices
    All notices must be in writing and delivered by hand, recognized overnight courier, or email. Notices to Crimtan shall be sent to legal@crimtan.com with a copy to: Crimtan Inc, 79 Madison Ave, Suite 16056 New York, NY 10016, Attn: Legal Department.
  12. Entire Agreement; Miscellaneous
    1. These Ts & Cs and the IO constitute the entire agreement between the parties and supersede all prior agreements relating to the subject matter.
    2. If any provision is held unenforceable, the remaining provisions will remain in effect. Failure to enforce any provision shall not constitute a waiver.
    3. No third party shall have any right to enforce any provision of the Agreement.
  13. Publicity
    Client agrees that Crimtan may identify Client as a customer and may issue a press release or case study regarding the Campaign, provided Crimtan obtains Client’s prior written approval of any content that references Client’s trademarks or confidential metrics.
  14. Survival
    Sections 5, 6, 8, 9, 10, 11 and 14 survive termination or expiration of the Agreement.
  15. Authorization
    Client authorizes Crimtan to resize, transcode or otherwise adapt Creative as reasonably necessary for display across devices and media covered