MEDIA BUYING GUIDELINES

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.

Definitions

Action Tag

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.

Ad Serving Technology Provider (ASTP)

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

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

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

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

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

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

Prohibited Content means the prohibited content as set forth in Exhibit A.

Parties

Parties means Western Digital and Supplier, collectively.

Publisher

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

Internet User is a person using the Internet.

Western Digital Data

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.

Media Planning and Buying

Media Services

Media Services generally, unless otherwise set forth in the Agreement, Supplier shall perform the following services with respect to media planning and buying: 

  1. 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.
  2. 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.
  3. 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.
  4. 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.
  5. Retain media invoices and tearsheets and similar customary proofs of performance from Media Vendors for five (5) years.
  6. Provide regular updates with the relevant Western Digital team as shall be mutually agreed upon by the Parties.
  7. Provide Western Digital with the reports as described herein, including the media affidavits, media invoices and customary proofs, and the applicable SOW.
  8. Secure, obtain, and pass over to Western Digital all available incentives.
  9. Resolve billing discrepancies and negotiate rebates or make-goods when applicable.
  10. 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.

Media Billing

  1.  Invoices that include costs for media purchases shall be itemized by Western Digital business lines, unless otherwise agreed upon in writing by the Parties.
  2. Media billings shall be based on estimated expenditures; however, such estimates shall then be reconciled to actual spend.
  3. 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.
  4. 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.
  5. 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.
  6. 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.

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.

Make-Goods

  1. 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.
  2. 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.
  3. 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.

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