Checklist: Due Diligence When Partnering with Adtech Startups (Lessons from EDO vs. iSpot)

Hook: Why publishers and creators can’t afford sloppy adtech vetting in 2026

Publishing teams and creator businesses live or die by trust: trust with audiences, advertisers and platform partners. But that trust also depends on the vendors you integrate into your stack. The 2026 jury decision that found TV measurement firm EDO liable for breaching its contract with iSpot — awarding iSpot $18.3 million — is a reminder that vendor misuse of measurement data can cost far more than lost impressions. If you publish or create, this checklist is your practical due-diligence playbook before signing with adtech startups.

Top-line: What the EDO vs. iSpot case teaches publishers and creators

In late 2025 and early 2026, the adtech industry continued consolidating while regulators and buyers demanded provenance, transparency, and privacy-first measurement. The EDO–iSpot case crystallized a recurring risk: vendors getting authorized access to proprietary dashboards or data stores, then using that access for unapproved purposes. The jury found EDO used iSpot’s TV ad airings data beyond the license scope; iSpot argued EDO scraped proprietary dashboards and repurposed data. The result was an $18.3M damages award and a clear signal: contractual language and operational controls matter.

"We are in the business of truth, transparency, and trust," an iSpot spokesperson said. The verdict reinforces that promise — and underscores why publishers must insist on airtight vendor controls.

How to use this checklist

This is a practical, step-by-step vendor due-diligence checklist tailored for publishers, creator networks and small-to-medium publishing businesses evaluating adtech startups in 2026. Use it pre-contract (screening & negotiation), during integration (technical & operational controls), and post-launch (monitoring & audit). Each item includes the rationale, red flags and sample contract language you can adapt. This is not legal advice; consult counsel for contract finalization.

Pre-contract screening — commercial & reputational checks

1. Verify business viability and ownership

• Ask for corporate docs: Articles of incorporation, capitalization table, and major investor list.
• Check for recent M&A activity or funding that could change product ownership or obligations.
• Red flag: shell entities, last-minute founder changes, or undisclosed ties to competitors.

2. Confirm product claims with data

• Request live demos with anonymized, publisher-like data flows and a runbook explaining how metrics are generated.
• Ask for case studies and contactable references—especially other publishers or creators.
• Red flag: refusal to share reproducible workflows or to let you run a short pilot with your data.

3. Reputation and litigation history

• Search court dockets, press coverage and industry forums for past disputes (e.g., licensing or data use claims).
• Red flag: ongoing disputes alleging data scraping or misuse—these predict operational risk and potential liability.

Contract due diligence — legal clauses that protect you

Contracts are where theory becomes enforceable reality. After EDO vs. iSpot, focus on precise usage rights and enforceable remedies.

4. Define permitted use and scope of access

• Spell out exactly what datasets, dashboards, APIs and derived metrics the vendor may use, and for what purposes.
• Include permitted channels (e.g., campaign measurement only; not for third-party resale).
• Sample language: "Vendor shall have access only to Data specified in Schedule A and shall use such Data solely for the Permitted Purpose defined in Schedule A. Any other use constitutes a material breach."
• Red flag: broad or vague language like "for business purposes" without limits.

5. Establish data ownership and derivatives

• Clarify that the publisher/creator owns raw and first-party data and that any aggregated or derived data remains either owned by you or is jointly licensed with restrictions.
• Sample language: "Customer retains all ownership rights in Customer Data. Derivative Works shall be owned by Customer/are licensed to Customer under a non-exclusive, royalty-free license for internal and commercial use (as specified)."
• Red flag: vendor claims ownership of derived datasets or broad rights to monetize aggregated outputs without revenue share.

6. Carve out permitted disclosure and resale

• Prohibit resale or sharing of your proprietary dashboards or datasets to third parties without explicit written consent.
• Sample clause: "Vendor shall not sell, license, publish, disclose, or otherwise provide Customer Data or Derivative Works to any third party except as authorized in writing by Customer."

7. Give yourself robust audit rights

• Contractually reserve the right to conduct audits—technical, security and process—on reasonable notice. Include frequency and scope.
• Require the vendor to provide SOC2 type II reports, penetration test results, and architecture diagrams on a defined cadence.
• Red flag: vendor refuses to allow audits or only provides self-attestation.

8. Define Service-Level Agreements (SLAs) and measurement reconciliation

• Include SLAs for data freshness, uptime, API latency, and accuracy tolerances for key metrics.
• Include a reconciliation process: how divergences are investigated, timelines and remedies (including credits or termination if repeated failures occur).
• Sample SLA clause: "Data availability shall be 99.9% monthly; breaches trigger a remedy plan and credit per Schedule C and material repeated breaches permit termination for cause."

9. Indemnities, limitation of liability, and liquidated damages

• Insist on indemnity for third-party claims arising from vendor misuse of your data or breach of confidentiality.
• Negotiate limitation-of-liability caps carefully; for data misuse, you may need exceptions to caps (e.g., for willful misconduct or IP theft).
• Consider liquidated damages or pre-agreed damages for high-risk violations (unauthorized data use) to avoid protracted litigation like EDO–iSpot.

10. Injunctive relief and interim measures

• Include the right to seek immediate injunctive relief where misuse or unauthorized access is suspected.
• Sample language: "Customer may obtain injunctive or equitable relief to prevent the unauthorized use or disclosure of Customer Data without the requirement to post bond."

11. Termination, transition assistance and data escrow

• Define termination triggers (material breach, insolvency, M&A) and require transition assistance with timelines and costs capped.
• Consider code and data escrow for mission-critical measurement logic or unique pipelines.

Technical due diligence — what engineers and product teams should verify

Legal protections matter, but operational risk is mitigated by engineering controls. Treat integrations like privileged access and instrument everything.

12. Principle of least privilege and scoped credentials

• Do not hand over full dashboard logins. Provide API keys with scope-limited permissions and limited TTL (time-to-live).
• Use role-based access controls and create separate accounts for vendor testing vs. production.

13. Logging, monitoring and telemetry

• Ensure vendor activity is logged: every API call, export, report generation and dashboard scrape should be auditable.
• Set up alerts for anomalous behavior: large exports, high-frequency queries, or access from unusual IP ranges.

14. Data minimization, retention and deletion

• Provide only the minimum data the vendor needs for the agreed purpose. Use masked/anonymized samples for pilots.
• Define retention windows and verify automated deletion processes with attestations and test wipes.

15. Security posture: certifications and tests

• Request SOC2 Type II, ISO 27001, or equivalent; request recent penetration test reports and remediation logs.
• Require quarterly vulnerability scanning and annual third-party pen tests for vendors accessing sensitive data.

16. Subprocessor and third-party dependencies

• Get a full list of subprocessors with contractual commitments and the right to object to new subprocessors within a set period.
• Red flag: undisclosed or frequently changing subprocessor lists.

17. Data provenance and reproducibility

• Demand documentation of how metrics are calculated, sampling rates, rounding, and statistical treatments.
• Ask for the exact algorithm/version used to generate key KPIs and for change-notification procedures for algorithm updates.

Operational and commercial checklist — money, billing and KPIs

18. Pricing model transparency

• Clarify pricing drivers: per-impression, per-event, monthly platform fee, or success fee. Get a breakdown and sample invoices.
• Negotiate caps or step-ups to avoid surprise billing if volumes spike due to measurement anomalies.

19. Performance KPIs and governance

• Define KPIs and reporting cadence. Assign clear internal owners and a vendor account manager with escalation paths.
• Hold quarterly business reviews that include technical and legal checklist items.

20. Insurance requirements

• Require cyber liability insurance and minimum coverage amounts based on your risk exposure.
• Check policy exclusions—ensure coverage includes data misuse and regulatory fines where allowed by law.

Red flags that should stop a deal — immediate walkaway signals

• Vendor refuses to sign narrow permitted-use language or denies audit rights.
• Inability to demonstrate access controls and detailed logging for vendor operations.
• Refusal to provide references from other publishers or creators, or negative reference checks.
• Opaque subprocessor chain or reliance on undisclosed third parties for core functions.
• Overly broad data ownership claims or attempts to capture derived data monetization without compensation or consent.

Post-integration monitoring and response

21. Continuous monitoring checklist

• Automate alerts for threshold breaches: unusual export sizes, spikes in API requests, new export endpoints accessed.
• Schedule periodic reconciliation of vendor-provided metrics against internal logs or independent measurement (e.g., clean-room reconciliations).

22. Incident response and legal playbook

• Predefine steps if unauthorized access or misuse is suspected: suspend vendor credentials, forensics preservation, legal notice, and if needed, injunctive relief.
• Keep communication templates and evidence collection checklists ready to speed actions and preserve rights.

23. Escalation and remediation

• Require the vendor to provide a remediation plan with timelines for fix and independent verification of remediation where appropriate.
• Install contractual remedies: refunds, credits, transition support and liquidated damages for specific unauthorized uses.

Negotiation playbook — tactics that work

• Start with a pilot contract: limited scope, short term, and clear exit clauses. Use pilot learnings to expand scope.
• Use conditional milestone payments tied to audit results and SLA performance.
• Get a granular Schedule A (data map) and Schedule B (SLA/KPI metrics) attached to the master contract—these are easier to tweak than core terms.
• Where possible, negotiate a revenue-share or performance-based pricing for monetization of derived products.

2026 trends to factor into every adtech evaluation

Late 2025 and early 2026 saw several trends that change vendor risk profiles:

• Privacy-first measurement: Cookieless approaches, server-side measurement and clean rooms mean vendors may request deeper access to event streams or hashed identifiers—so contract scope must be tight.
• AI-driven derivations: Models that infer audience segments or uplift can create valuable derivative data; clarify ownership and use of model outputs.
• Consolidation and roll-ups: Startups are being acquired quickly; include change-of-control clauses that permit termination or renegotiation on acquisition.
• Regulatory pressure: Enforcement actions around data scraping and unauthorized use have increased—your contract should enable rapid corrective action and protect you from secondary liability.

Real-world lesson: How the EDO–iSpot verdict changes your checklist

The jury award to iSpot for $18.3M in 2026 shows two practical points:

1. Scope-of-use breaches are tangible and costly. Vague licenses will not protect a vendor who goes beyond access. Publishers must be explicit in permitted-use language.
2. Operational controls like dashboard export restrictions, API scoping and audit trails are evidence in court. Log everything and preserve evidence trails for any disputed use.

Quick-format checklist — 12 must-haves before signing (printable)

1. Signed Schedule A: exact data fields, dashboards, APIs allowed.
2. Signed Schedule B: SLAs with uptime, freshness and reconciliation process.
3. Data ownership clause for raw & derived data.
4. Audit rights & SOC2/type II report requirement.
5. Least-privilege API credentials and time-bound access.
6. Logging & monitoring obligations with alerting for anomalies.
7. Subprocessor list and right to object.
8. Indemnity for third-party claims and exceptions to liability caps for willful misuse.
9. Injunctive relief language and liquidated damages for unauthorized use.
10. Transition assistance & data/code escrow terms.
11. Insurance minimals: cyber liability + errors & omissions.
12. Pilot-first approach with conditional payment milestones.

Final recommendations and next steps

In 2026, adtech risk is not hypothetical. It is contract language, logs and operational guardrails. Publishers and creators must treat vendor selection as an extension of their brand responsibilities. Build cross-functional teams (legal, product, security, data) into vendor onboarding, require pilots, log everything and insert hard stop clauses that let you act quickly if a vendor deviates from the agreed scope.

One last practical step: Before any integration, run a 30-minute internal checklist call with product, security and legal using the 12 must-haves above as your agenda. If anyone hesitates on a must-have, pause the deal.

Call to action

Want a ready-to-use PDF of the 12-point printable checklist and sample contract clauses to hand your legal team? Download our Publisher Due-Diligence Kit or schedule a 20-minute audit review with our adtech vetting team. Protect your data, your revenue and your reputation—start the checklist review this week.

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