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Interactive Advertising Bureau Policies

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Privacy Policy

This Privacy Policy was last modified on January 12, 2022.

This Privacy Policy forms part of our TERMS OF USE and describes how the Interactive Advertising Bureau, Inc. (“IAB,” “we,” “us,” or “our”) collect, use, and disclose (collectively, “process”) information of our Website visitors (“you” or “your”). Terms not defined in this Privacy Policy take their meaning from the Terms of Use linked above.

CHANGES TO THIS PRIVACY POLICY
We may, in our sole discretion, add, modify, or delete provisions of this Privacy Policy at any time. We will post the effective date of any change at the top of this Privacy Policy. Your use of our Website after the effective date of any such modification means you agree to be bound by the Privacy Policy, as modified. Please review this Privacy Policy regularly so that you remain aware of the terms and conditions that apply to you.

COLLECTION AND USE OF PERSONAL INFORMATION
You voluntarily provide personal information to us (or a third-party service provider on our behalf), such as name, postal address, email, or telephone number, when you take actions such as registering on our Website or making a request for information or services. We may process this information for purposes such as responding to your requests or providing you with marketing, transactional communications, or access to events, interactive features (e.g., conferences or webinars), or other services.

We, or a third-party service provider on our behalf, may process payment-related information provided by you (or on your behalf) via the Website for the purpose of billing you for products, services, or event tickets you purchase through our Website.

COLLECTION AND USE OF PSEUDONYMOUS INFORMATION
We may use first- or third-party “cookie” technology that can process information associated with devices that visit our Websites. Although the term “cookie” commonly is used to refer to a small text file stored on a device, we use the term “cookie” in this Privacy Policy to refer generically to any technology that can track information in relation to your visit to our Website, such as a “pixel tag.”

These “cookies” typically do not collect data from your device that identifies you directly (e.g., by name or address) but, rather, by a pseudonymous cookie ID or a mobile “ad id,” each of which is represented by a randomized set of alphanumeric characters, or perhaps an email address (oftentimes hashed). However, depending on the purpose for which such cookies are used, the third party that operates such cookies may associate your “cookie information” (such as described in this section) with other information that the third party holds internally, which may identify you more directly.

“Cookie information” typically includes such data as the referral web domain, the type of operating system and browser you are using, mobile device identifiers, IP address, pages that you visit, the date and time of your visit, how long you stay on a page, location data, information relating to activities on our Website (e.g., “clickstream” data), log-in details, and other technical attributes of visits to our Website. This information may be processed for purposes such as analytics (e.g., understanding how visitors utilize our Website, visitor demographics), advertising (targeted or otherwise) and related measurement purposes (e.g., understanding its effectiveness, attribution), confirming membership status or what products you (or the entity to which you may be associated with) subscribed to, and storing log-in information so you don’t have to re-enter them each time you return to our Website.

You may stop or restrict cookies on your computer or delete them from your browser by adjusting your web browser preferences and you should consult the operating instructions that apply to your browser for instructions should you wish to do so and in general to determine how best to configure your browser settings to meet your requirements.

Further, to opt-out of use of Google Analytics (a third-party service provider used on our Website), you can download this browser add-on: https://tools.google.com/dlpage/gaoptout. We disclaim all responsibility for, and do not control, any opt-out mechanisms provided by any third party.

Interest-Based Advertising: If a third party serves advertising to you on our Website or on another digital property on our behalf, the third party may process information about your visits to our Website or other websites around the Internet, information that we may provide it, advertisements that you interact with, or other information about you in order to serve advertisements about products and services that may be of interest to you. This type of advertising is known as interest-based advertising. In the course of serving interest-based ads, these service providers may use cookies and other technologies, such as those described or mentioned above in this Privacy Policy. IAB is a founding member of the Digital Advertising Alliance, and if you would like more information about interest-based advertising, and to know your choices about not having this information used by those that participate in the Digital Advertising Alliance, please click here: www.aboutads.info.

ADVERTISERS, SPONSORS, AND LINKS TO OTHERS
Our Website may display information from third parties, such as promotions, offers, ads, or links to third-party digital properties.

Some IAB services, such as seminars, educational events, conferences, newsletters, and discussion groups, are sometimes sponsored by other companies that are not under our control. When you participate, register, or engage with certain of our services, we may disclose your business contact information, such as name, email address, title, and country location, to our sponsors, subject to your use of any opt-out mechanism that we may provide to limit such sharing of information from us to those sponsors.

We encourage you to be aware when you leave our Website or take advantage of advertised offers, links, or other references, many of which may direct you or your Internet browser to digital properties of a third party. Even if we have a relationship with a third party you may encounter or see on our Website, these third parties or any of their websites, advertising, technology, or other content, including any cookies or other technology they may use, are neither our responsibility nor under our control and they have their own terms, conditions, policies, and practices that apply to you, including those concerning processing of your information.

HOW WE OTHERWISE USE INFORMATION
In addition to the processing of information as otherwise described under this Privacy Policy, or as otherwise disclosed at the time of information collection outside of this Privacy Policy, we may process information that we, or our third-party service providers on our behalf, collect or obtain by virtue of your use of our Website:

  • To conduct research;
  • To provide member services, including publishing a directory for members;
  • To share with third parties, such as our service providers, so that they can assist in providing services or other uses described or otherwise set forth under this Privacy Policy, including by processing information;
  • To share with IAB Technology Laboratory (IAB Tech Lab) for IAB Tech Lab’s own business purposes, such as direct marketing, analytics, or market research;
  • When compelled by a governmental agency, law, regulation, a court, or other legal process;
  • If we believe you are, have or may violate any law, regulation, or our Terms of Use, or to otherwise help ensure compliance in relation to any of the aforementioned
  • If we believe you are or may be a threat to safety, security, property, interests, or rights of us or anyone else;
  • In order to investigate, respond to, or resolve problems or inquiries or protect, enforce or defend our rights, assets, or interests; and
  • In a merger, acquisition, change of control, or partial or total sale or transfer of assets, including in a bankruptcy proceeding, joint venture, or other business combination.

OPTING OUT
If you register on our Website, or otherwise providing your contact details, you are agreeing to receive information and updates about your use of our Website or our services for which you register, including marketing and transactional emails. You may opt out of receiving marketing email communications from us by completing this form or by following the unsubscribe instructions we will include in each email we send you.

SECURITY
The Internet is a public network and we cannot guarantee that communications between you and the IAB or others to, through, or from our Website, will be free from unauthorized access or interference by third parties. By using our Website, you are agreeing to assume this risk and any and all responsibility and liability that may arise. We have put in place reasonable procedures to help safeguard information and we limit access to your personal information to only those reasonably need access in order to perform their duties.

PERSONAL INFORMATION RIGHTS REQUESTS
In accordance with applicable law, we will provide a process to enable you to access, delete, update, or otherwise submit requests in relation to your personal information. Where applicable law does not provide this right to you, we may provide these rights to you at our discretion in each case. Where such rights are provided under applicable law, you can request these rights by contacting us by email at [email protected]. You may be asked to provide additional information to verify your identity before rights requests may be fulfilled. If you ask us to remove your personal information, we reserve the right to retain as much of your personal information, and for so long as we deem necessary, to comply with our legal, regulatory, internal audit, and record-keeping requirements, subject to applicable law.

CONTACT US
For questions relating to this Privacy Policy, please contact us at [email protected] with the subject line, “Privacy Policy.”
 

Intellectual Property Rights Policy for IAB Activities

  1. Copyright – Policy
    • 1.1 Copyright Grant ‐ Each Member grants to IAB a perpetual, worldwide, non‐exclusive, no‐charge, royalty‐ free, copyright license, without any obligation for accounting, to reproduce, prepare derivative works of, publicly display, publicly perform, sublicense, and distribute any Contribution made by the Member to the full extent of the Member’s copyright interest in the Contribution.
    • 1.2 Conditions for Contributions ‐ No Contribution may be made unless the Member is the exclusive copyright owner of the Contribution or has sufficient copyright rights from the copyright owners to make the Contribution under the terms of this Intellectual Property Policy. The Contributor must disclose the identities of all known copyright owners in the Contribution.
    • 1.3 Ownership of Collective Works ‐ By participating in an IAB Council, Committee, Working Group, Taskforce, etc., Company expressly consents and agrees that all copyright created in the collective work belongs to the IAB.
  2. Patent ‐ Policy
    • 2.1 Patent Modes – Any Technical Working Group must specify the patent mode under which it will operate prior to initiating any work on any Draft or Final Specification. The patent mode specified by a Technical Working Group must be one of the following:
      • 2.1.1 RAND Mode, under which all Participants make the commitments and obligations described in Section 2.3.
      • 2.1.2 Royalty‐Free (RF) Mode, under which all Participants make the commitments and obligations described in Section 2.4.
    • 2.2 Limited Scope ‐ Section 2 DOES NOT APPLY to Working Groups that are not developing technical specifications.
    • 2.3 RAND Mode
      • 2.3.1 Licensing Commitment ‐ Each Participant in a RAND mode Technical Working Group agrees that it will offer to all applicants a nonexclusive, worldwide, non‐sublicensable, patent license to its Necessary Claims on fair, reasonable, and non‐discriminatory terms to make, have made, use, import, offer to sell, sell, and distribute Covered Implementations of any Final Specification adopted by such Technical Working Group.
      • 2.3.2 Patent Disclosure Obligations ‐ When a Draft Specification is ready to be considered as a Final Specification, the Technical Working Group chair will initiate a “Patent Notification Period.” To initiate a Patent Notification Period, the Technical Working Group chair will notify the Participants via email of the commencement of the Patent Notification Period. That notification will include a statement that identifies the Draft Specification subject to the Patent Notification Period, and such Patent Notification Period will be at least thirty (30) days from the date of the commencement of the Patent Notification Period. A Draft Specification may not become a Final Specification until the completion of its Patent Notification Period. During a Patent Notification Period if a Participant’s representative to the Technical Working Group has actual personal knowledge that the Participant or its Affiliates’ patents or published patent applications contain Necessary Claims, then the Participant shall disclose, in writing (which may be delivered via e‐mail) to the Technical Working Group chair the existence of those patents or published patent applications. The Technical Working Group chair will make such declarations available to Members. Any disclosure made by a Participant pursuant to this section does not impose any obligation on a Member or its Participants to conduct any patent or other intellectual property searches of any kind or take any action other than as expressly stated above.
    • 2.4 RF (Royalty‐Free) RAND Mode
      • 2.4.1 Licensing Commitment ‐ Each Participant in an RF RAND mode Technical Working Group agrees that it will offer to all applicants a royalty free, nonexclusive, worldwide, non‐sub licensable, perpetual patent license to its Necessary Claims on fair, reasonable, and non‐discriminatory terms to make, have made, use, import, offer to sell, sell, and distribute Covered Implementations of any Final Specification adopted by such Technical Working Group.
      • 2.4.2 Exclusion ‐ Prior to the adoption of an RF RAND mode Draft Specification as a Final Specification, a Participant may exclude Necessary Claims from its licensing commitments under this Agreement by providing written notice of such intent to the Technical Working Group chair (“Exclusion Notice”). The Exclusion Notice for issued patents and published applications shall include the patent number(s) or title and application number(s), as the case may be, for each of the issued patent(s) or pending patent application(s) that the Participant wishes to exclude from the RF RAND mode licensing commitment set forth in Section 2.1. If an issued patent or pending patent application that may contain Necessary Claims is not set forth in the Exclusion Notice, such Necessary Claims shall continue to be subject to the licensing comments under this Agreement. The Exclusion Notice for unpublished patent applications must provide either: (i) the text of the filed application; or (ii) identification of the specific part(s) of the Draft Specification whose implementation makes the excluded claim a Necessary Claim. If (ii) is chosen, the effect of the exclusion will be limited to the identified part(s) of the Draft Specification. Exclusion Notices shall be published by IAB
    • 2.5 Effective Date of Obligations
      • A Participant’s patent licensing obligations under this Section 2 become effective upon the ratification of a Draft Specification as a Final Specification in a Technical Working Group in which the Participant is participating.
    • 2.6 Source Code
      • 2.6.1 Source Code ‐ A Final Specification may not include source code as a Normative Element.
      • 2.6.2 Source Code Licensing ‐ Any Member making a source code Contribution shall license that source code under the BSD 2‐Clause License (available at http://opensource.org/licenses/BSD‐2‐Clause) where any patent claims in such source code is subject to patent licensing obligations under this Section 2.
    • 2.7 Withdrawal And Termination
      • 2.7.1 Withdrawal ‐ A Participant may withdraw from a Working Group at any time by notifying the Technical Working Group chair in writing, and that withdrawal is effective upon receipt of the notice.
      • 2.7.2 Effect of Withdrawal or Termination ‐ Upon a Participant’s written withdrawal from a Technical Working Group or upon the termination of its IAB membership, all existing commitments and obligations up to the date of withdrawal or termination will remain in effect, but no new obligations will be incurred. Notwithstanding the foregoing, the patent licensing commitments under this Section 2 shall apply to any Necessary Claims in a subsequent Final Specification to the extent such Necessary Claims would apply to a Draft Specification existing as of the date of withdrawal or termination if such Draft Specification was deemed to be a Final Specification unless otherwise excluded for RF RAND mode under Section 2.4.
  3. Representations, Warranties and Disclaimers
    • 3.1 Member represents and warrants that it is legally entitled to grant the rights and promises set forth in this agreement. IN ALL OTHER RESPECTS THE CONTRIBTUIONS ARE PROVIDED “AS IS.” (See Definitions Section 4.2 for further explanation of what defines a Contribution).
    • 3.2 The entire risk as to implementing or otherwise using any Draft Specification, Final Specification, and any other work product of any Working Group shall be assumed by the implementers and users. Except as stated herein, Member expressly disclaims any warranties (express, implied, or otherwise), including implied warranties of merchantability, non‐infringement, fitness for a particular purpose, or title, related to its Contributions, any specifications and other work product covered by this IPR Policy. IN NO EVENT WILL ANY PARTY BE LIABLE TO ANY OTHER PARTY FOR LOST PROFITS OR ANY FORM OF INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER FROM ANY CAUSES OF ACTION OF ANY KIND WITH RESPECT TO THIS AGREEMENT, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND WHETHER OR NOT THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
  4. Definitions
    • 4.1 “Affiliate” means an entity that directly or indirectly Controls, is Controlled by, or is under common Control with another entity.
    • 4.1 “Contribution” means any original work of authorship, including any modifications or additions to an existing work, that Participant submits in writing for inclusion in the work product of a Working Group. For the purposes of this definition, “submit” means any form of written communication, including electronic communication, for the purpose of discussing and improving the work product, butexcluding communication that Participant conspicuously designates in writing as not a contribution.
    • 4.3 “Control” means direct or indirect control of more than 50% of the voting stock or decision‐making authority.
    • 4.4 “Covered Implementation” means those portions of a product (hardware, software or combinations thereof) that implement and comply with all Normative Elements of the required parts of the Final Specification, plus the Normative Elements of any optional parts of the Final Specification.
    • 4.5 “Draft Specification” means all versions of a document (except a Final Specification) developed by a Working Group for the purpose of creating, commenting on, revising, updating, modifying, or adding to any document that is to be considered for inclusion in the Final Specification.
    • 4.6 “Final Specification” means the final version and contents of any Draft Specification adopted by the working group subject to the Bylaws. For purposes of this definition, the Final Specification shall not include any implementation examples included in a Final Specification.
    • 4.7 “Member” means an IAB member.
    • 4.8 “Necessary Claims” means those claims in any patent or patent application in any jurisdiction that would necessarily be infringed by an implementation of the Normative Elements of a particular Final Specification. A claim is necessarily infringed only when there is no technically non‐infringing alternative. “Necessary Claims” include only those claims that read on Normative Elements, which, as set forth below, do not include matters merely referenced in the Final Specification such as enabling technologies and other published specifications (even if necessary to make or use a product that conforms to the Final Specification), reference implementations, or examples that are not required to conform to the Final Specification.
    • 4.9 “Normative Elements” means those elements of the Final Specification that are fully set forth in detail and must be implemented to conform to the Final Specification (including, if applicable, required elements of optional parts of the Final Specification) that are required for interoperability; no other matters whatsoever are Normative Elements. Normative Elements do not include matters merely referenced in the Final Specification such as enabling technologies, other published specifications referenced by the Final Specification (even if necessary to make or use a product that conforms to the Final Specification), reference implementations, or examples that are not required to conform to the Final Specification.
    • 4.10 “Participant” means a Member that has joined a particular Working Group in accordance with IAB mechanisms.
    • 4.11 “Technical Working Group” means a Working Group that is established according to procedures set by IAB to develop technical documents.
    • 4.12 “Working Group” means a working group established to develop any work product, and that operates according to procedures set by IAB.

 

Statement of Antitrust Principles and Compliance

1.0 Basic Antitrust Principles

1.1 Statutory Overview

Interactive Advertising Bureau, Inc. (“Corporation” or “IAB”) IAB brings significant pro-competitive benefits to participants in the online advertising industry. It must not, however, be a vehicle for firms to engage in anticompetitive conduct that violates the antitrust laws. The principal antitrust and competition laws are the Sherman Act, the Clayton Act, the Federal Trade Commission Act and state antitrust laws.

  • The Sherman Act in broad terms prohibits “every contract, combination . . . or conspiracy” in restraint of trade, as well as monopolizing, attempting to monopolize, or conspiring to monopolize any part of trade or commerce.
  • The Clayton Act prohibits exclusive dealing and “tying” arrangements, as well as corporate mergers or acquisitions which may tend substantially to lessen competition.
  • The Federal Trade Commission Act prohibits “unfair methods of competition” and “unfair or deceptive acts or practices” in or affecting commerce.
  • Violations of the antitrust laws can result in civil and criminal penalties for the Corporation, members, working group participants and their employees.

1.2 “Hard Core” Offenses

Certain antitrust violations are referred to as “hard core” or “per se” offenses. Conduct that falls within this category is automatically presumed to be illegal by the courts, and the absence of any actual harm to competition will not be a defense. Conspiracies falling within the hard core category are likely to be prosecuted as criminal offenses, and include the following:

  • Price-fixing agreements: Agreements or understandings among competitors (or potential competitors) directly or indirectly to fix, alter, peg, stabilize, standardize, or otherwise regulate the prices paid by customers are automatically illegal under the Sherman Act (“illegal per se”). An agreement among buyers fixing the price they will pay for a product or service is likewise unlawful. “Price” is defined broadly to include all price-related terms, including discounts, rebates, commissions, and credit terms. Agreements among competitors to fix, restrict, or limit the amount of product that is produced, sold or purchased, or the amount or type of services provided, may be treated the same as price-fixing agreements.
  • Bid-rigging agreements: Agreements or understandings among competitors (or potential competitors) on any method by which prices or bids will be determined, submitted, or awarded are per se illegal. This includes rotating bids, agreements regarding who will bid or not bid, agreements establishing who will bid to particular customers, agreements establishing who will bid on specific assets or contracts, agreements regarding who will bid high and who will bid low, agreements that establish the prices firms will bid, and exchanging or advance signaling of the prices or other terms of bids.
  • Market or customer allocation agreements: Agreements or understandings among competitors (or potential competitors) to allocate or divide markets, territories, or customers are always illegal.

1.3 Other Activities

There are other activities that, though typically not subject to criminal prosecution, are nevertheless sensitive and may lead to investigations or litigation.

  • Group boycotts or “Concerted Refusals to Deal”: Per se condemnation typically applies where there are joint efforts by firms with market power to boycott suppliers or customers in order to discourage them from doing business with a competitor. Other concerted refusals to deal can be unlawful depending on the economic effects of the conduct.
  • Exclusionary standard setting, certification or code of ethics: Trade association standards-development, certification programs, and codes of ethics generally are pro-competitive and lawful. Such activities may be found unlawful, however, if they have the effect of fixing prices, result in an unlawful group boycott or unreasonably exclude others from the market.
  • Vertical agreements concerning price: Agreements between suppliers and resellers that establish minimum resale prices is per se unlawful under certain state antitrust statutes and, depending on the economic effect, may be unlawful under federal antitrust law.
  • Tie-in sales: A supplier conditioning the sale of one product on the customer purchasing a second product may be unlawful.
  • Exclusionary membership criteria: Membership criteria with the intent or effect of excluding and disadvantaging others is a red flag for careful legal review.

2.0 IAB Policy

2.1 Compliance With All Applicable Antitrust Laws

It is the policy of IAB to comply with all federal and state antitrust laws, as well as similar foreign competition laws to the extent they apply. It is expected that all Corporation staff, company member representatives and working group participants will comply with all applicable antitrust laws.

To avoid the appearance of impropriety, IAB and its members, working group participants and their respective employees (where such employees are involved in IAB activities) (collectively, “Constituents”), must abide by the provisions set forth in Sections 2.1-2.3. & 3.0. A Constituent’s compliance, or failure thereof, with the policies stated in Sections 2.1-2.3. & 3.0. does not give rise to any inference, whether positive or negative, regarding that Constituent’s compliance with applicable antitrust laws.

2.2 Meetings & Conference Calls and Other Corporation Functions

Meetings and conference calls conducted by IAB and its Constituents will be conducted according to the following procedures:

  • This Statement of Antitrust Principles and Compliance Policy (the “Policy”) will be distributed to Constituents.
  • Agendas will be distributed in advance of meeting, where feasible.
  • Unless otherwise advised by IAB’s legal counsel, off-limit topics at meetings, conference calls and formal and informal social functions include:
    • prices, pricing methods, or terms or conditions of sale;
    • pricing practices or strategies, including methods, timing, or implementation of price changes;
    • discounts, rebates, service charges, or other terms and conditions of purchase and sale;
    • price advertising;
    • costs, profits and profit margins;
    • specific customers of the Constituent or of any other company;
    • business plans of the Constituent or of any other company;
    • whether to do business with certain suppliers, customers, or competitors;
    • complaints about the business practices of individual firms;
    • the validity of any patent or the terms of a patent license;
    • confidential company plans regarding future product or service offerings; and
    • any ongoing litigation.

2.3 Standards, Certification, and Codes of Ethics

Any standard, certification, or code of ethics activity of the Corporation will be conducted in accordance with the following basic rules, which the Corporation and its Constituents will work in a manner to ensure that:

  • Participation in the creation of a standard, certification program, or code of ethics is voluntary and open on reasonable terms to all persons who are directly and materially affected.
  • Timely notice of standards-setting, certification or code of ethics activities is provided to all parties known to be directly and materially affected.
  • All views, including any objections expressed by any Constituent, will receive fair and equitable consideration such that no industry segment, interest group, or company dominates the process.
  • Any development of standards or certification criteria will be subject to written procedures promulgated by IAB.

2.4 Training

All staff members of IAB will receive a copy of this Policy and be given an opportunity to ask questions. In addition, officers and staff members will attend an orientation session presented by the Corporation’s counsel on this Policy.

IAB staff members will send member companies and working group participants a copy of this Policy, which shall also be available on IAB’s website.

3.0 Complaint Investigation and Internal Enforcement

Reports of noncompliance or other complaints should be quickly sent to the working group leads. If there is reason to believe that the Policy has been violated, an investigation will be promptly directed by the General Counsel.

Constituents that violate or otherwise fail to comply with the provisions of the Policy set forth in Sections 2.1.-2.3. & 3.0. will receive a letter from IAB’s counsel in each instance of a violation. Such violation may result in consequences, including but not limited to termination.

 

Interactive Advertising Bureau, Inc. Confidentiality Policy

In connection with your involvement with the Interactive Advertising Bureau, Inc. (“IAB”), whether as an IAB officer, director, member company, or otherwise, you (“Recipient”) may receive or have access to Confidential Information (as defined below). This Policy governs Recipient’s access, use, and disclosure of such Confidential Information.

1. Use of Confidential Information. Recipient shall use the Confidential Information solely in connection with Recipient’s activities with IAB (e.g., participation in IAB working groups) (the “Purpose”) and, subject to Section 3, shall not disclose such Confidential Information to any third parties other than to its affiliates and its or their respective employees, officers, directors, shareholders, partners, members, managers, agents, attorneys, accountants, and financial advisors (collectively, “Representatives”) who: (i) need access to such Confidential Information for the Purpose; (ii) are informed of its confidential nature; and (iii) are bound by reasonable confidentiality obligations (e.g., by the nature of their employment, fiduciary obligations, governing professional or ethical standards, pre-existing contractual obligations, or otherwise) to protect the Confidential Information. Recipient shall safeguard the Confidential Information from unauthorized use, access, or disclosure using no less than a commercially reasonable degree of care. Recipient will be responsible for any breach of this Agreement caused by its Representatives.

2. Definition of Confidential Information. “Confidential Information” means all non-public proprietary or confidential information of IAB or its member companies in oral, visual, written, electronic, or other tangible or intangible form, whether or not marked or designated as “confidential” that Recipient receives or has access to in connection with Recipient’s involvement in IAB, including, without limitation, participation in IAB working groups, Center of Excellence meetings, and other IAB industry meetings, excluding, for the avoidance of doubt, IAB meetings and events that are open to the public. Confidential Information does not include any information that: (i) is or becomes generally available to the public other than as a result of Recipient’s or its Representatives’ material breach of this Policy; (ii) is obtained by Recipient or its Representatives on a non-confidential basis from a third-party that, to Recipient’s knowledge, was not legally or contractually restricted from disclosing such information; (iii) was in Recipient’s or its Representatives’ possession prior to their receipt through their IAB activities; (iv) was or is independently developed by Recipient or its Representatives without using any Confidential Information; or (v) is de-designated in writing by an IAB senior executive or working group administrator.

3. Disclosures Required by Law. If Recipient or any of its Representatives are required by applicable law or a valid legal order to disclose any Confidential Information, Recipient shall notify IAB of such requirements (unless legally prohibited) so that IAB may seek a protective order or other remedy, and Recipient shall reasonably assist IAB therewith. If Recipient remains legally compelled to make such disclosure, it shall: (i) disclose only that portion of the Confidential Information that it is required to disclose; and (ii) use reasonable efforts to ensure that such Confidential Information is afforded confidential treatment.

4. Return of Confidential Information. On IAB’s request, Recipient shall promptly return to IAB or destroy all Confidential Information in its and its Representatives’ possession; provided, however, that Recipient may retain copies of Confidential Information that are stored on Recipient’s IT backup and disaster recovery systems until the ordinary course deletion thereof. Recipient shall continue to be bound by the terms and conditions of this Agreement with respect to such retained Confidential Information.