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.

1. Definitions
   • 1.1  “Action Tag” means 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.
   • 1.2  “Ad” means 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.
   • 1.3  “Anonymous Cookie Data” means 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.
   • 1.4  “ASTP” or “Ad Serving Technology Provider” means 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.
   • 1.5  “ASTP Cookie” means 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).
   • 1.6  “ASTP Cookie Data” means 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 hereunder.
   • 1.7  “Custom Advertising” means 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.
   • 1.8  “Extended Data” means 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.
   • 1.9  “Media Data” means 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.
   • 1.10  “Media Program” means 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.
   • 1.11  “Media Vendors” means 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.
   • 1.12  “Prohibited Content” means the prohibited content as set forth in Exhibit A.
   • 1.13  “Parties” means Western Digital and Supplier, collectively.
   • 1.14  “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.
   • 1.15  “Internet User” means a person using the Internet.
   • 1.16  “Western Digital Data” includes data, information, and reports provided to Supplier or collected or stored by Supplier, its affiliates, subcontractors, or Media Vendors (including Ad networks, digital partners, DMPs, DSPs, platforms or other service providers with which Supplier has contracted on Western Digital’s behalf for the placement of media) in performing the Services, including without limitation, any Media Vendor and media rates, discount history and calculation, usage, performance and traffic data, tagging data, code and structure, click-through rates and conversions, IP addresses, or activity data of recipients, including personally identifiable information, tracking data and all lists or other records containing any such information, even if such information is aggregated, or other data or information derived or collected by Supplier and any of the foregoing entities from or on behalf of Western Digital or from the delivery of advertisements for Western Digital, whether through the use of HTML/JavaScript tags, cookies, pixels, clear GIFs, log files, web beacons or other tracing or tracking files placed on destination sites, or through any other means. Western Digital Data shall be deemed Western Digital’s confidential information.
2. Media Planning and Buying
   • 2.1 Media Services Generally. Unless otherwise set forth in the Agreement, Supplier shall perform the following services with respect to media planning and buying:
     • (i)   Supplier shall formulate and establish a media planning process based on research analysis, pursuant to Western Digital’s media planning restrictions set forth in Exhibit A, for the primary purpose of efficiently and effectively planning and making media placements for Western Digital in each market, which process shall be set forth in writing and subject to Western Digital’s prior approval.
     • (ii) Supplier agrees that the planning, purchase, and placement of any media shall be pursuant to Western Digital’s media planning restrictions as set forth in Exhibit A, as may be modified by Western Digital from time to time with notice to Supplier.
     • (iii) Review all advertising placed ensuring that schedules run as ordered pursuant to the applicable specifications, including make-goods and credits to which Western Digital is entitled, and further ensuring that any media vehicles and all media affidavits correspond to the approved schedule.
     • (iv) Review and verify all media contracts and invoices for accuracy, including, but not limited to, with respect to time, rate and spaces ordered by Supplier by procuring tearsheets of print advertising and similar customary proofs of performance from media.
     • (v) Retain media invoices and tearsheets and similar customary proofs of performance from Media Vendors for five (5) years.
     • (vi) Provide regular updates with the relevant Western Digital team as shall be mutually agreed upon by the Parties.
     • (vii) Provide Western Digital with the reports as described herein, including the media affidavits, media invoices and customary proofs, and the applicable SOW.
     • (viii) Secure, obtain, and pass over to Western Digital all available incentives.
     • (ix) Resolve billing discrepancies and negotiate rebates or make-goods when applicable.
     • (x) Supplier shall make media and other commitments only upon Western Digital’s issuance of an insertion order (“Order”), and shall not commit Western Digital to more space or time than is reasonably anticipated in accordance with the media placement plan described in each applicable Order. Supplier shall not change, revise, add to, or otherwise vary any advertising materials intended for media placements without Western Digital’s prior written consent in each instance.
   • 2.2 Media Billing.
     • (i) Invoices that include costs for media purchases shall be itemized by Western Digital business lines, unless otherwise agreed upon in writing by the Parties.
     • (ii) Media billings shall be based on estimated expenditures; however, such estimates shall then be reconciled to actual spend.
     • (iii) Except as otherwise mutually agreed upon in writing, media estimates, invoices and all information pertaining to cost shall be provided to Western Digital in net costs only, without markup or commission of any kind.
     • (iv) Original media billing will be based on the estimated cost of the media time or space ordered by Supplier on Western Digital’s behalf and will be adjusted to actual amounts once the station/publication invoices have been received and processed.
     • (v) Supplier shall obtain invoices on a timely basis for media purchased for Western Digital after the media is published and/or broadcast and shall reconcile such invoices within one hundred eighty (180) days of such publication and/or broadcast, unless otherwise reasonably requested earlier by Western Digital.
     • (vi) Supplier will calculate and report to Western Digital any unbilled media under any closed SOWs on an annual basis within thirty (30) days after the end of each calendar year, and Supplier will pay back such unbilled media to Western Digital by no later than sixty (60) days from the end of such year. Supplier will provide bi-annual reports on unbilled media that is set forth in open SOWs by campaign to Western Digital across all markets using the a mutually agreed upon unbilled media template on June 1st and December 1st of each year, unless otherwise agreed upon in writing by the Parties. If Western Digital requires additional reporting on dates other than the aforementioned dates, Supplier will coordinate with Western Digital to identify reasonable and mutually agreed upon dates, not to exceed two (2) additional reports in each calendar year.
   • 2.3 Discounts.
     • Supplier shall pass on in full to Western Digital, all discounts, allowances, rebates, credits, commissions, refunds or other cost reductions or similar items (“Credits”) of any kind received by Supplier, its affiliates, parents, subsidiaries as well as any person or entity in which any of the foregoing has a financial interest or investment (“Interested Parties”) (whether for prompt payment, volume purchases, combination purchases or otherwise) from any third parties providing materials or services hereunder or otherwise for the benefit of Western Digital, regardless whether these Guidelines are in effect at the time Supplier receives such Credit in a timely manner in order for Western Digital to avail itself of such Credit. Notwithstanding anything herein contained to the contrary, Supplier shall notify Western Digital in writing of the availability of any Credit and the payment deadlines and other applicable terms with which Western Digital must comply in order to receive such Credit, and Supplier shall invoice Western Digital sufficiently in advance for the applicable costs so that Western Digital can provide Supplier with funds in time to take full advantage of such Credit. Unless otherwise agreed to in writing by Western Digital, upon payment by Western Digital to Supplier, Supplier shall pay the amount due to the Media Vendor within a commercially reasonable timeframe. Supplier will not intentionally hold the funds or use them for any other purpose. Supplier will give Western Digital prompt, complete and written disclosure of all Credits related to Western Digital’s advertising spend, including, without limitation, prompt or early payment discounts. In addition, unless otherwise agreed in the Agreement, Western Digital shall not be required to pay Supplier any markups, commissions, overhead, or profit of any kind on any third-party charges.
   • 2.4 Make-Goods.
     • (i) Supplier will monitor delivery of advertising and will notify Western Digital as soon as possible if Supplier believes that an under-delivery is likely. If advertising that was scheduled to run did not in fact run, or ran incorrectly, was under-delivered, or there exists any other problem or a media billing error, Supplier shall promptly shall confer with Western Digital about the agreed course of conduct (e.g., cancellation, rescheduling, credit, make-good, etc.), and Supplier shall use commercially reasonable efforts to implement that decision. Pursuant to Western Digital’s decision, Supplier will (A) credit or appropriately adjust Western Digital’s account on the next monthly billing following resolution of said media airing problem or media billing error; (B) secure a refund from the Media Vendor and promptly make such refund to Western Digital, or if directed by Western Digital, reallocate the funds in connection with the purchase of other media; (C) otherwise obtain appropriate make-goods, as reasonably acceptable to Western Digital; or (D) obtain for Western Digital another appropriate remedy reasonably acceptable to Western Digital.
     • (ii) Supplier agrees that it shall not accept a make-good or extend any advertisement beyond its contracted flight period without Western Digital’s prior written consent. In the event that Western Digital elects to accept a make-good (either with the intended advertisement or a replacement), unless prohibited by the Media Vendor’s terms, as between the Parties, Western Digital shall have the right to determine when the make-good will run.
     • (iii) If Western Digital instructs Supplier to purchase media space or time in a medium having a schedule of graduated rates and less space or time than contracted for is used so that a credit is due, Supplier shall promptly credit Western Digital for any excess amount Western Digital may have paid over the amount actually due at the rate earned.
   • 2.5 Reporting.
     • (i) During the Term, Supplier shall provide monthly reports with respect to media planning that will, at a minimum, include, where relevant and available:
       • • Estimate impressions and behavioral outcomes/deliverables (clicks, leads, transactions)
       • • Develop insertion schedules
       • • The following information: (i) Media vendor name; (ii) Site/network purchased; (iii) Specifics of buy (sponsorship, number of impressions, clicks), clicks aggregated in one single report and detailed by creative unit, and linked into landing page statistics; (iv) Time period of buy; (v) Production specifications and contact information for trafficking; (vi) Supplier will consult with Western Digital as to placement opportunities, strategic and tactical goals, budgets and other related issues; (vii) Develop campaign flighting, impression level allocation, timelines, plan presentations; Provide creative consultation (applicable direction to creative Supplier partner(s)’ units, message type, etc.); (viii) and Provide a bi-annual summary recommendation outlining goals and objectives, and how the plan addresses those goals, as well as providing key metrics mapped to those goals against which the summary report will be measured.
       • • Data, reporting and analytics
         • o Host and maintain unified platform to share learnings, innovative thinking and ideas, best practice, and key data management, within and between all markets.
         • o Monthly tracking of all media mix tactics, and on-going quarterly reconciliation across all markets.
       • • Media Spend & Activity Reporting
         • o Cloud based database/report at the country level that can be aggregated to regional and global views.
       • • Media Flowcharts
         • o Cloud based flowcharts at the country level that can be aggregated to regional and global views.
     • (ii) During the Term, Supplier shall provide monthly reports with respect to media placement that will, at a minimum, include, where relevant and available:
       • • Webpage (URL) placement of all impressions, and instances of non-approved placements (whitelist/blacklist);
       • • Performance versus all agreed target metrics (for example audience, CPM, clickthrough rates, keywords);
       • • Declaration of all audience extension/sourced traffic unless otherwise agreed by the Parties;
       • • Viewability rates at the agreed standards (for example, percentage of advertisement and duration), after deduction of invalid traffic (for example, invalid impressions);
       • • Presence of invalid traffic by media owner/webpage;
       • • Reporting of underperformance of trades based on viewable impressions, with associated compensation methodology;
       • • Completion rates for all online video;
       • • Actual net cost of all placements by media owner/site and format, in aggregated and individual form; and
       • • Click-through rates or other agreed metrics by media owner/site and format.
       • • Actualized media data needed for any marketing mix model that shall be reasonably requested by Western Digital, such as:
         • o Country: XXXXXXXXX (as may be identified in the Agreement)
         • o Update Frequency: Quarterly
         • o Periodicity of Data: Weekly
         • o Metrics: Spend, Impressions and GRPs
         • o Accurate coding of data: per Western Digital’s paid media data hierarchies
         • o Geo-level: Media markets and National
         • o Data accuracy requirements:
           • • Data QC and explanation of discrepancies between media reporting and actualized media data for marketing mix model.
           • • Explanation of any deviation in CPP and CPM from norms.
   • 2.6 Print Media Services Specifically
     • For print advertising, including consumer and trade magazines and newspapers, Supplier will: (i) Project audience delivery and monitor circulation levels; (ii) Construct and order insertion schedules based on Western Digital’s budget; (iii) Forward insertion schedules summaries to Western Digital; (iv) Consult with Western Digital as to placement opportunities, strategic goals, budgets and related issues, and purchase media according to Western Digital’s instructions; and (iv) provide Western Digital with post-buy reports, specifying the delivery of the media purchased. 

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.

Prohibited Content:

1. glorified drug abuse or alcohol consumption
2. excessive vulgarity, profanity, offensive language or obscenity;
3. women as objects and/or is demeaning to women; 
4. discrimination on the basis of race, ethnicity, gender, religion, political groups, sexual orientation, age or disability;
5. libel, defamation, obscenity, child abuse, nudity, pornography, adult content, sexually explicit or abusive activities;
6. illegal gambling or illegal substances; sedition or illegal activities;
7.  MP3, MPEG and/or copyrighted materials for download, sale or otherwise, in any case without the permission of the copyright owner or otherwise in violation of copyright law;
8. a conflict or violation of any law or any intellectual property or other rights of any person or entity; and
9. user-generated content, sites aggregating/distributing user-generated content, personal homepages, or unmoderated or “open” chat rooms or bulletin boards.

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:

1. The content as a whole delivers a positive social message.T
2. he questionable scenes are relevant to the content’s story line.
3. The program is broadly recognized as legitimate news programming.
4. The program or other content has particular merit of historical, artistic, societal or classical nature.

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.