Sell With Wayfair

WAYFAIR LLC AMENDMENT TO 4A’s/IAB STANDARD TERMS AND CONDITIONS FOR INTERNET ADVERTISING FOR MEDIA BUYS ONE YEAR OR LESS (Version 3.0)

Effective Date: September 15,2025

This amendment (“Amendment”) modifies the 4A’s/IAB Standard Terms and Conditions for Internet Advertising for Media Buys One Year or Less, Version 3.0 (“IAB Terms,” and together with the Amendment, the “Terms”), and governs the placement of Ads on Media Company Sites pursuant to an IO executed by Media Company and Advertiser (or its Agency, if applicable) or through Advertiser’s use of any of Media Company’s self-serve advertising platforms or services. These Terms, together with each applicable IO, (collectively, the “Agreement”) supersede all terms and conditions previously agreed upon by the parties in connection with the subject matter of the applicable IO. In the event of an inconsistency between this Amendment and the IAB Terms, the terms of this Amendment will control. To the extent anything in this Amendment conflicts with anything included or referenced in an applicable IO, this Amendment shall control, unless explicitly stated otherwise (including the provision(s) of this Amendment to be superseded) in the applicable IO. Media Company reserves the right to update and/or change this Amendment, and such updates/changes when made will be posted here and effective as of the Effective Date listed atop this page. Advertiser/Agency’s continued use of Media Company’s Services hereunder will be in accordance with the version effective for any signed IO or use of the self-serve platform or services, which links to this page.

The IAB Terms are hereby amended as follows:

Capitalized terms used and not otherwise defined herein shall have the respective meanings accorded them in the IAB Terms.
Where Advertiser is purchasing directly from Media Company, all references to “Agency” (where applicable and where the context makes sense) refers to Advertiser, and Sections X(c) and XII(h) of the IAB Terms shall not apply.
Definitions.
1. The definition of “Advertising Materials” shall be deleted and replaced as follows:
  “Advertising Materials” means artwork, video, music, sound, copy, or active URLs for Ads.
2. A definition of “Custom Materials” shall be added as follows:
  “Custom Materials” means any custom materials for a campaign, in any form, format, or medium, including, without limitation, custom content developed, delivered, or produced by Media Company, itself or along with third party vendors, at the direction and for the benefit of Advertiser.
3. The definition of “IO” shall be deleted and replaced as follows:
  “IO” means a mutually agreed written insertion order that incorporates these Terms, under which Media Company will deliver Ads on Sites for the benefit of Agency or Advertiser.
4. The definition of “Policies” shall be deleted and replaced as follows:
  “Policies” means advertising criteria or specifications made available, including content limitations, technical specifications, data privacy policies, user experience policies, policies regarding consistency with Media Company’s public image, community standards regarding obscenity or indecency (taking into consideration the portion(s) of the Site on which the Ads are to appear), other editorial or advertising policies, and Advertising Materials due dates.
Section I: INSERTION ORDERS AND INVENTORY AVAILABILITY.
1. The first sentence of subsection (a) shall be deleted in its entirety and replaced with the following: “From time to time, Media Company and Agency may execute IOs under which Media Company will: (i) deliver Ads and/or Custom Materials to Media Company’s Sites; and (ii) provide other services described in the IO (collectively with the Deliverables, the “Services”).”
2. For subsection (c), the words “effective only once” shall be inserted before the word “acknowledged” so that the phrase reads “…made in writing and effective only once acknowledged…”
Section II: AD PLACEMENT AND POSITIONING.
1. Subsection (a) shall be deleted in its entirety and replaced with the following:
  Compliance with IO. Media Company will comply with the IO, including all Ad placement restrictions. Notwithstanding the foregoing, Agency acknowledges that Ads may be displayed on any Site as Media Company determines, and Media Company does not guarantee that Ads will be displayed on or made available through any Site or that Ads will appear in any particular position or rank.
Section III: PAYMENT AND PAYMENT LIABILITY.
1. A new subsection (a) shall be added as follows:
  Payment Method. In connection with the use of certain portions of the Services, Media Company may require Agency to provide a valid credit card or other acceptable billing information (“Payment Method”) necessary to fund a “Wallet,” and Agency authorizes Media Company to use available funds in the Wallet to pay for Invoices. Funds added to the Wallet are nonrefundable and will be forfeited upon termination of these Terms or the Advertiser’s relationship with the Media Company as a supplier.
2. Previous subsection (a), now subsection (b) shall be deleted in its entirety and replaced with the following:
  Invoices. Invoices will be sent as set forth in the IO and to Agency’s billing address as set forth on the IO and will include information reasonably specified by Agency, such as the IO number, Advertiser name, brand name or campaign name, and any number or other identifiable reference stated as required for invoicing on the IO. All invoices (other than corrections of previously provided invoices) pursuant to the IO will be sent within 90 days of delivery of all Deliverables.
3. The first line of previous subsection (b), now subsection (c) shall be deleted in its entirety and replaced with the following: “Agency will make payment within 30 days of its receipt of invoice, or as otherwise stated in a payment schedule set forth on the IO.”
4. The following paragraph shall be added to the end of previous subsection (c), now subsection (d):
  In the event of non-payment, Agency or Advertiser, as applicable shall be liable for all collection expenses (including attorney fees), and all discounts (if any) shall not apply and be deemed revoked. Any overdue amounts owed by Advertiser under this Agreement may be offset in full or in part by Media Company or its Affiliates against any amounts owed to Advertiser. If Media Company or its Affiliates normally pay Advertiser by credit card, Media Company or its Affiliates may charge Advertiser an additional 3% of all such offset amounts as an administrative fee.
5. A new subsection (e) shall be added as follows:
  Taxes. Agency shall be solely responsible for payment of all taxes, including VAT and applicable sales tax, arising from the Services.
6. A new subsection (f) shall be added as follows:
  Refunds. If a refund is required for any reason, Media Company may process it via the same payment method currently used to remit payments to Advertiser for customer orders placed on Media Company’s Sites.
Section V: CANCELLATION AND TERMINATION.
1. The first line of subsection (a)(iv) shall be deleted in its entirety and replaced with the following: “Advertiser will remain liable to Media Company for any Custom Material provided to Advertiser or completed by Media Company or its third-party vendor prior to the effective date of termination.”
Section VIII: FORCE MAJEURE.
1. For subsection (c), the word “consecutive” shall be inserted before the phrase “business days” so that the clause reads “…five (5) consecutive business days…
Section IX: AD MATERIALS.
1. For subsection (a) the words “by Agency” shall be inserted after the phrase “breach of this provision” so that the clause reads “…for a breach of this provision by Agency…”
2. Subsection (e) shall be deleted in its entirety and replaced with the following:
  No Modification. Except as otherwise set forth herein, Media Company will not edit or modify the submitted Ads in any way, including, but not limited to, resizing the Ad, without Agency’s approval. Without obtaining Agency approval, (1) in connection with any Ad containing audio or video Advertising Materials, Media Company reserves the right to make non-editorial modifications to such Ads solely for the purpose of conforming to technical specifications regarding Site displays or limitations (e.g., cropping, resizing); and (2) in connection with any Ad containing music or sound Advertising Materials, Media Company reserves the right to remove and/or replace music or sound at its discretion. Media Company will use all Ads in strict compliance with these Terms and any written instructions provided on the IO.
3. The following sentence shall be added to the end of the existing subsection (g):
  Each party’s trademarks, service marks, logos, slogans and other intellectual property rights shall remain the sole property of that party, and all uses of such rights shall inure to the benefit of such party and be in accordance with such party’s then applicable trademark guidelines.
4. A new subsection (h) shall be added as follows:
  License. During the term of each campaign and throughout the duration of any IO, Advertiser grants Media Company a non-exclusive, royalty-free, fully paid up, right and license to display and distribute the Advertising Materials and Ads.
Section X: INDEMNIFICATION.
1. For subsection (a)(iii)(B)(1), the phrase “(including Custom Materials)” shall be added after the phrase “Ads or Advertising Materials” so that the clause reads “(1) Media Company’s customization of Ads or Advertising Materials (including Custom Materials) based upon…”
Section XI: LIMITATION OF LIABILITY.
1. This section will be deleted in its entirety and replaced by the following:
  Excluding Agency’s, Advertiser’s, and Media Company’s respective obligations under Section X, damages that result from a breach of Section XII, or intentional misconduct by Agency, Advertiser, or Media Company, (a) in no event will any party be liable for any consequential, indirect, incidental, punitive, special, or exemplary damages whatsoever, including, but not limited to, damages for loss of profits, business interruption, loss of information, and the like, incurred by another party arising out of an IO, even if such party has been advised of the possibility of such damages, and. (b) Media Company’s aggregate liability arising from or in connection with this Agreement or the services will not at any time exceed the total amounts paid by Agency or Advertiser hereunder during the six month period preceding the event giving rise to the Claim.
Section XII: NON-DISCLOSURE, DATA USAGE AND OWNERSHIP, PRIVACY AND LAWS.
1. Subsection (a) shall be deleted in its entirety and replaced with the following:
  Definitions and Obligations. “Confidential Information” will include (i) all information marked as “Confidential,” “Proprietary,” or similar legend by the disclosing party (“Discloser”) when given to the receiving party (“Recipient”); and (ii) information and data provided by the Discloser, which under the circumstances surrounding the disclosure should be reasonably deemed confidential or proprietary. Without limiting the foregoing, (1) Discloser and Recipient agree that each Discloser’s contribution to IO Details (as defined below) shall be considered such Discloser’s Confidential Information; and (2) as between the parties, any data and information concerning Media Company’s services, Properties, or Sites and information Agency and/or Advertiser receive concerning the same, including all reporting provided by Media Company, constitutes the Confidential Information of Media Company. Recipient will protect Confidential Information in the same manner that it protects its own information of a similar nature, but in no event with less than reasonable care. Recipient shall not disclose Confidential Information to anyone except an employee, agent, Affiliate, or third party who has a need to know same, and who is bound by confidentiality and non-use obligations at least as protective of Confidential Information as are those in this section. Recipient will not use Discloser’s Confidential Information other than as provided for on the IO. Confidential Information is and will remain at all times the exclusive property of the Discloser. The parties further acknowledge that any breach or threatened breach of this provision by a Recipient will entitle the Discloser to seek injunctive or other equitable relief.
2. Subsection (b) shall be modified as follows: the clause “prior to such disclosure, the disclosing party will notify the non-disclosing party, use reasonable efforts to obtain a protective order or in absence of a protective order, to limit the disclosure of the Confidential Information and to obtain confidential treatment thereof, and allow the non-disclosing party to participate in any proceeding that requires disclosure.” shall be inserted following the words “provided, however that…” and the lower case “b” in “both” preceding “Discloser and Recipient” in the final sentence shall be capitalized to indicate the start of a new sentence.
Section XIV: MISCELLANEOUS
1. Subsection (a) shall be deleted in its entirety and replaced with the following:
  Necessary Rights; Representations & Warranties. Media Company represents and warrants that Media Company has all necessary permits, licenses, and clearances to sell the Deliverables specified on the IO subject to these Terms. Advertiser represents and warrants that Advertiser has all necessary rights, licenses and clearances to use the content contained in the Ads and Advertising Materials as specified on the IO and subject to these Terms, including any applicable Policies, and that all Ads and Advertising Materials (including Custom Materials, as approved) provided to Media Company hereunder comply with all applicable laws and regulations; do not infringe or misappropriate the intellectual property or privacy rights of any Third Party; are not defamatory, libelous, slanderous, illegal, harassing, or threatening; will not be directed at children under 13 years of age; and any claims made in Ads or Advertising Materials about Advertiser’s products or services are factual, can be substantiated, and are not false or misleading. Additionally, in connection with Advertiser’s use of Media Company’s Services, Advertiser represents and warrants that it will not directly or indirectly, engage in any fraudulent, impermissible, inappropriate, or unlawful activity, including: (a) generating fraudulent, repetitive or otherwise invalid clicks, impressions, queries or other interactions, whether through the use of automated applications or otherwise; (b) collecting any user information from any Site or retrieving, extracting, indexing or caching any portion of any Site (including Affiliates’), whether through the use of automated applications or otherwise; (c) targeting communications of any kind on the basis of the intended recipient being a user of any Site; (d) interfering with the proper working of any Site, the Services, or their related systems; (e) transmitting any viruses, “Trojan horses” or other harmful code; or (f) attempting to bypass any mechanism Media Company may use to detect or prevent such activities.
2. Subsection (d) shall be deleted in its entirety and replaced with the following:
  Conflicts; Governing Law; Amendment. In the event of any inconsistency between the terms of an IO and these Terms, the terms of the IO will prevail. All IOs will be governed by the laws of the Commonwealth of Massachusetts. Media Company and Agency (on behalf of itself and Advertiser) agree that any claims, legal proceedings, or litigation arising in connection with the IO (including these Terms) will be brought solely in the state courts of the Commonwealth of Massachusetts or the United States District Court for the District of Massachusetts, and the parties irrevocably consent and submit to the exclusive jurisdiction of such courts. The parties irrevocably and unconditionally waive any objection to venue of any action, suit, or proceeding in such courts and irrevocably waive and agree not to plead or claim in any such court that any such action, suit, or proceeding brought in any such court has been brought in an inconvenient forum. No modification of these Terms will be binding unless in writing and signed by both parties. If any provision herein is held to be unenforceable, the remaining provisions will remain in full force and effect. All rights and remedies hereunder are cumulative.
3. A new subsection (h) shall be added as follows:
  Disclaimer. It is the responsibility of Agency to keep back-ups of Ads and Advertising Materials. Media Company is not responsible for the loss of any such Ads, Advertising Material, or any related information provided in connection therewith for any reason. Agency is solely responsible for all obligations, risks, and liabilities arising from or related to Ads, Advertising Materials and use of the Services. The Services are provided “AS IS”, and Media Company makes no warranties that the Services or any functionality provided in connection with the Services will meet Agency’s requirements, be available, timely, secure, uninterrupted, or error-free, and Media Company will not be liable for the consequences of any interruptions or errors. To the fullest extent permissible by law, Media Company expressly disclaims any express or implied warranties of merchantability, fitness for a particular purpose, and non-infringement; any implied warranties arising out of course of dealing, course of performance or usage of trade; and any obligation, liability, right, claim, or remedy in tort, whether or not arising from Media Company’s negligence.