These Media Buying Guidelines (“Guidelines”) set forth terms with respect to any media services (“Media Services”) provided by you (“you” or “Supplier”) for Western Digital Technologies, Inc., its subsidiaries and affiliates (collectively “Western Digital”), including without limitation, any media buy services and/or media planning services. In the event of any conflict between these Guidelines and any agreement or statement of work (“SOW”) between you and Western Digital related to Media Services (the agreement and SOW, collectively, the “Agreement”), the terms of the Agreement shall control. Capitalized terms not defined in these Guidelines will have the meanings set forth in the Agreement. The terms of these Guidelines shall be read to only apply to Media Services, and are not applicable to other services provided pursuant to the Agreement. Exhibit A (Media Planning Restrictions) is also hereby incorporated by reference into these Guidelines.
An action tag is a piece of html code, also referred to as a Web beacon, that when rendered by a browser displaying the Web page on which it is placed, calls the ASTP server for a transparent 1x1 pixel .gif file that allows such server to set and/or read a ASTP Cookie.
The term ad is an advertisement provided by, or on behalf of, Western Digital to Supplier pursuant to these Guidelines. Ads include, but are not limited to, graphical advertising (e.g., banner Ads and other creative), text links and search engine placement.
Anonymous cookie data is data elements of ASTP Cookie Data that have been de-identified such that the intent is that a person cannot be identified by the ASTP Cookie Data alone or in combination with any other reasonably available information.
An Ad Serving Technology Provider (ASTP) is a third-party technology provider with whom Supplier has a contractual relationship to enable Supplier to serve Western Digital’s Ads and track and store ASTP Cookie Data and Extended Data, including without limitation, demand-side platforms (DSPs), supply-side platforms (SSPs) and other like Ad serving technology platforms.
An ASTP cookie is an alphanumeric identifier that is assigned to an Internet User’s computer and contained in a file on the Internet User’s cookie subdirectory, which is placed on the Internet User’s computer and/or recorded by the ASTP when such computer is in communication with the ASTP’s Ad server (i.e.¸ when Ads are served or clicked on and when Action Tags are activated).
ASTP Cookie Data is data gathered through the recording of Ad impressions delivered, Ads clicked on, and Action Tags that are activated, through use of the ASTP’s technology and performance of the digital media services here under.
Custom Advertising is advertising, content, or other materials that are procured specifically for Western Digital by Supplier on its own or through a Media Vendor and includes, without limitation, native advertising, sweepstakes and other promotions, campaigns and materials using Western Digital Data, custom content created by Media Vendors as part of a media buy in which Western Digital’s intellectual property rights are integrated, custom content of which Western Digital is a sponsor, and any other advertising or content that Supplier should reasonably understand to be custom advertising.
Extended Data is data sent to the ASTP’s server by Western Digital’s digital properties (i.e., via activation of Action Tags), regarding information sought by Western Digital about Internet Users’ interactions with and activities and transactions on Western Digital’s web site, which information may include, but not be limited to, pages viewed, time spent per page, time spent per session, products viewed, products purchased, and purchase amounts.
Media Data is all information personal or unique to a specific individual, including, without limitation, any information that can be used to identify or contact a specific individual, and first and last name, email address, telephone number, social security or social insurance number, location information, device identifiers, IP addresses, contact information, financial account and other financial information, date of birth, credit card and other payment card number, and online behaviors, accessed, collected, stored or otherwise processed in connection with the Media Services under these Guidelines, and include, without limitation, ASTP Cookie Data, Extended Data, and Anonymous Cookie Data.
Media Program is the scope of Media Services to be performed, which shall be performed in accordance with the terms of these Guidelines in addition to other items specifically set forth in the applicable SOW to be delivered by Supplier to Western Digital or the applicable Western Digital subsidiary or affiliate, including media purchases on behalf of Western Digital or the applicable Western Digital subsidiary or affiliate.
Media Vendors are those third party vendors that provide services for Western Digital pursuant to agreements entered by Supplier on Western Digital’s behalf as expressly set forth under a SOW, unless otherwise agreed upon in writing by the Parties, including, without limitation, Publishers, and data providers used in connection with any media purchases.
Prohibited Content means the prohibited content as set forth in Exhibit A.
Parties means Western Digital and Supplier, collectively.
Publisher means third party publisher, or other entity that supplies print and/or digital content and displays advertising for consumption by consumers, including on websites, OOH (out-of-home) ads (e.g., billboards), radio and television stations and programs, and print publications.
Internet User is a person using the Internet.
Media Services generally, unless otherwise set forth in the Agreement, Supplier shall perform the following services with respect to media planning and buying:
For print advertising, including consumer and trade magazines and newspapers, the supplier will:
Additional guidelines may be developed by Supplier in agreement with Western Digital for each campaign as appropriate for that specific campaign’s business and marketing objectives. Nevertheless, the following guidelines will apply to all media buys and Supplier agrees that it will use commercially reasonable efforts to adhere to them during the execution of the campaigns. In the event a Media Vendor fails to comply with any guidelines, Supplier will negotiate make-good compensation.
Western Digital wants to ensure that the media environment in which it advertises reflects quality programming and content that upholds the high standards of Western Digital. Western Digital supports quality programming and content which does not contain gratuitous displays of violence or sex, engage in ethnic slurs, religious programming, extreme political views, demean human dignity or encourage drug usage or alcohol consumption.
Western Digital recognizes that programmers and other content providers are primarily responsible for program content. Western Digital is not attempting to become a censor of such content, but is limiting its advertising support to programs meeting standards that Western Digital believes to be right.
In order to achieve these objectives, Western Digital has established the following guidelines for the purchasing and scheduling of media programs for its advertising.
However, Western Digital will evaluate the totality of a program or other content containing any of the above and may choose to stay in the program if the following exists:
Unless refused by the Media Vendor and accepted and approved by Western Digital, all commercials shall have pod (advertising break) exclusivity from any Western Digital competitors named in the Agreement (“Competitors”). Unless otherwise mutually agreed upon, in no event, however, shall any Western Digital commercials be duplicated within the same commercial break or run adjacent to commercials or other advertising for Competitors or other Western Digital brand or product. In the event a Media Vendor fails to comply with the foregoing positioning requirements, Supplier will negotiate make-good compensation. Media Vendor to supply weekly results regarding performance principles around commercial break positioning so optimization can achieved.
Unless otherwise mutually agreed upon, for print, Western Digital requires at least a 5-page break (physical pages; not counting two-sided pages as two) between Western Digital and any Competitor or other Western Digital brand or product.
If there is more than one advertisement on a website or page, there should be competitive separation of Western Digital’s advertising (in any form including banners, video ads, pop-ups, etc.) from advertisements for Competitors, unless otherwise set forth in an Order or Western Digital indicates in writing that it does not require competitive separation.