Calm.com, Inc. – IAB Supplement for Podcast Ad Buys

1. Either Party may cancel an Ad by providing the other Party at least thirty (30) days advance written notice of the Ad in question, regardless of minimum spend commitments.
2. When requested, Publisher will send Advertiser cut airchecks no later than five (5) business days following Advertiser’s request.
3. When requested, Publisher will provide download reports for embedded shows within two (2) business days of Advertiser’s request. For impression-based buys, Publisher shall provide a report on impressions for the week prior no later than close of business on Tuesdays.
4. Advertiser agrees to send Advertising Materials to the Publisher no later than fourteen (14) business days prior to the date in which the Advertising Materials are scheduled to appear on an Ad unless the Parties agree otherwise.
5. Publisher will send invoices directly to Advertiser. Advertiser is solely responsible for payment of invoices.
6. All invoices will be paid with net-30 payment terms after receipt of invoice, unless otherwise mutually agreed upon in writing.
7. Publisher agrees that each Embedded Ad or Ad-Served Embedded Ad purchased will be a fresh read, and reads will not be repurposed. Publisher agrees that all dynamic ad insertion (“DAI”) Ads will be refreshed for each flight date as defined in the Insertion Order and will not be repurposed. For DAI placements, Ad delivery will be capped at 1x per user per episode download, and 3x per user per month, unless otherwise mutually agreed in writing. DAI placements will be served to US listeners only unless otherwise discussed and agreed upon.
8. A “Mid-Roll Ad” is an Ad that does not appear in the (i) first 10% (by length) of a show's content or (ii) last 10% (by length) of a show’s content. Publisher shall not place any of Advertiser’s Ads in an episode with four (4) or more Mid-Roll Ads unless the Parties agree otherwise. If Publisher oversells an episode, Publisher agrees to notify Advertiser in advance and remediate in accordance with IAB Section VI.
9. In the event of an Ad not running, a repurposed Ad, an Ad not hitting the contracted length, an incorrect destination URL or promo read in the Ad, an Ad including any of the prohibited language from our onboarding deck, an Ad with an incorrect or missing disclaimer, or an Ad that does not follow required guidelines as outlined by the copy document/script, onboarding documents, or via email, the Publisher agrees to provide makegoods in accordance with Section VI of the IAB or a mutually agreed-upon substitution as remedy. This makegood episode must be posted within ninety (90) days of the original Ad posting; provided, however, that Publisher reserves the option to not provide a makegood but will not receive any compensation for the Ad in question.
10. Inappropriate actions by hosts, such as illegal activities, hate speech, or harassment, or encouragement or tolerance of hate speech or harassment, will not be tolerated. Hate speech is written or verbal content that attacks a person or group on the basis of attributes such as race, religion, ethnic origin, national origin, sex, disability, sexual orientation, or gender identity or expression. Actions deemed inappropriate as described in this paragraph will be treated as Editorial Adjacencies under the IAB Version 3.0 Section II.d.
11. Advertiser will be the sole product in its category advertised on a given show or property, i.e. this IO will result in show-level exclusivity for Advertiser for the duration of the flight, unless otherwise mutually discussed and agreed upon. “Category,” for the purpose of this IO, will be defined as meditation, mindfulness, and sleep advertisers, excluding mattresses or bedding, or exceptions mutually discussed and agreed upon by the Parties.
    Show-level exclusivity will be in effect as follows:
    A) Embedded Ads and Ad-Served Embedded Ads: when Advertiser purchases Ads in a minimum of three (3) episodes, or as otherwise mutually discussed and agreed upon
    B) Dynamically Inserted Ads (sold as 1-week flights): when Advertiser purchases Ads in a minimum of three (3) weeks, or as otherwise mutually discussed and agreed upon
    C) Dynamically Inserted Ads (sold as 1-month flights or custom date ranges): when Advertiser purchases Ads in a minimum of three (3) months, and/or when twenty-five percent (25%) share of voice is purchased, or as otherwise mutually discussed and agreed upon
12. This IO will also result in show-level first right of refusal in the aforementioned Category for sixty (60) calendar days after the last aired Ad. Should a competitive advertiser attempt to purchase Ads in this/these show(s), Advertiser will be notified and granted the opportunity to pre-empt the competitive buy for ten (10) business days upon confirmed receipt of notification. If Advertiser declines to pre-empt the competitive buy when offered their first right of refusal, show-level exclusivity expires.
13. Any use of Advertiser logo, assets, and campaign data, outside of intended purposes, must be pre-authorized by Advertiser in writing prior to deployment, including but not limited to media kits, case studies, and any other marketing collateral.
14. Publisher agrees to track each episode’s downloads for a period of forty-five (45) days after the show’s release date and provide updated download metrics at the end of each calendar month unless the Parties agree otherwise. Publisher agrees that in the event the Ad under delivers on contracted downloads by more than ten percent (10%), Publisher will either prorate the Ad to the actual impressions delivered, or provide an additional placement (i.e., makegood) at no cost to Advertiser. This makegood episode will be posted within ninety (90) days of the original Ad posting; provided, however, that Publisher reserves the option to not provide a makegood but will not receive any compensation for the Ad in question. Impression based buys will be paid on actual impressions delivered. Billed impressions are never to exceed the amount of booked impressions.
15. If a show is simulcast on YouTube with a video component, hosts will adhere to required video requirements as outlined in the copy and/or onboarding packet. This includes but is not limited to mandatory disclaimers or assets, unless otherwise approved in writing. The show(s) will endeavor to include the vanity URL or promo code and offer (as written in the Call to Action) in the show notes as a clickable link above the fold without expanding as well as an overlay on screen at the end of the video. In the event an ad does not follow required guidelines or violates our terms, the Publisher agrees to provide makegoods in accordance with Section IV of the IAB or a mutually agreed-upon substitution as remedy, including but not limited to removing the video from the episode.
16. If Advertiser requires tracking via a Third Party service and notifies the Publisher accordingly, and Publisher accepts pixel/prefix tracking, Publisher must ensure the correct and timely placement of the pixel or prefix. Should the Publisher fail to append the pixel service’s pixel or prefix, append it incorrectly, or delay the appendage until after the Ad goes live—whether any, multiple, or all of these conditions are met—the Publisher will not receive any compensation for any impressions not tracked via the requested pixel service.
17. Any changes made to these hosted terms will apply only on a prospective basis to Ad purchases signed by Publisher after such changes have been published.
18. Governing law pursuant to IAB Section XIV.d shall be the laws of the State of California. Venue pursuant to IAB Section XIV.d shall be the state and federal courts in the city of San Francisco, California.