This Agency Rider to the Client Agreement (“Agency Rider”) governs the purchase of our products and services set forth on the applicable Order Form by an Agency, as identified on the Order Form, for and on the behalf of Agency’s client identified therein (“Agency’s Client”). Capitalized terms not otherwise defined herein shall have the meanings attributed to them in the Client Agreement.
- Authorization
By signing the Order Form, Agency represents and warrants that: (a) it has the requisite authority to enter into the Order Form for and on the behalf of Agency’s Client, (b) it has shared the Agreement, including this Agency Rider, with Client, (c) neither it nor Agency’s Client are competitors of Company, and (d) that both Agency and Agency’s Client understand and agree to be bound by the Agreement in full. Agency shall provide us with evidence of compliance with the preceding clauses upon reasonable request.
- Scope
Agency confirms that it is engaging us in order to procure the Services for Agency’s Client only, and not for its own general use or for any other Agency clients. Agency expressly agrees to abide by the confidentiality and data privacy obligations provided in the Agreement. Agency shall, on its own, and on behalf of Agency’s Client, certify destruction of all of our Confidential Information, including all Licensed Materials, received as part of the Service upon termination, cancellation, or expiration of the Agreement.
- Deliverables and Access Keys
Unless otherwise instructed by Agency or Agency’s Client in writing, we will provide all Deliverables, including access keys and similar credentials, where applicable, directly to Agency’s Client representative designated by Agency to us in writing. Agency is solely responsible for entering into any required paperwork with Agency’s Client to facilitate Agency’s receipt and use of Services and Deliverables to be provided hereunder.
- Cooperation
Agency agrees to work with us in good faith to provide any feedback and materials to be provided by Agency’s Client in a timely manner and, in any event, within the timeframes mutually agreed upon by the Parties. We are not responsible for delays in performance or the inability to perform due to the acts or omissions of Agency or Agency’s Client’s failure to provide feedback and materials to us in connection with providing the Services.
- Payments and Billing
Notwithstanding anything to the contrary contained in the Agreement, we will invoice Agency at the billing address as set forth on the Order Form and will include information reasonably specified by Agency (such as the Order Form number and the name of Agency’s Client). All other payment terms as set forth in the Agreement shall remain as-is and applicable to Agency as the party responsible for the payment of Fees for the Services. If we send an invoice and Agency either: (a) has not received the applicable funds from Agency’s Client or (b) does not have Agency’s Client’s consent to dispense such funds, Agency will use commercially reasonable efforts to assist us in collecting payment from Agency’s Client or obtaining Agency’s Client’s consent to dispense funds.
- Indemnification
In addition to the indemnification requirements applicable to Agency’s Client set forth in the Client Agreement, Agency agrees to indemnify and hold harmless, us and our affiliates, and our their respective directors, officers, employees, and representatives from and against any third party claim, damages, loss, costs, or expenses (including reasonable legal costs) arising from any claim: (a) any Client Content published, transmitted, or otherwise made available through the Services that has been provided or approved by Agency for or on behalf of Agency’s Client; (b) any acts or omissions of Agency, including Agency’s negligence, willful misconduct, or breach of this Agreement; and (c) Agency’s misuse of the Services or Licensed Materials.
Effective July 1, 2026
