ACCELERATION GOOGLE MARKETING PLATFORM ADVERTISING PRODUCTS – SERVICE SPECIFIC TERMS (EMEA)

Last Updated: January 16, 2024

By entering into an Order Form for the Company Google Marketing Platform Advertising Services described in such Order Form (including the Display & Video 360 Service, f/k/a the DoubleClick Bid Manager Service (as such term is defined in the Order Form), the Campaign Manager 360 Service f/k/a the DoubleClick Campaign Manager Service (as such term is defined in the Order Form), the Search Ads 360 Service f/k/a the DoubleClick Search Service (as such term is defined in the Order Form), collectively the “Google Marketing Platform Advertising Services” or “Services”), Client agrees to the following additional terms for the Google Marketing Platform Advertising Services (the “Service Specific Terms”).

Unless otherwise noted, capitalised terms that are undefined in these Service Specific Terms have the meanings set forth in the Company Google Platform Services Terms and Conditions (the “Platform Terms”) or the applicable Order Form. To the extent there is any conflict or inconsistency between any additional terms accepted within the user interface for the Services, an Order Form, these Service Specific Terms, and the Platform Terms, the following order of precedence will apply in respect of the Google Marketing Platform Advertising Services: (1) any additional terms accepted within the user interface for the Services; (2) the Order Form; (3) the Service Specific Terms; and (4) the Platform Terms.

1 SERVICE SPECIFIC DEFINITIONS

2 LICENSE GRANT

Upon Client’s execution of an Order Form and resulting acceptance of these Service Specific Terms, Company grants to Client the non-exclusive right to access and use the Google Marketing Platform Advertising Services subject to the Order Form and all terms incorporated therein.

3 GOOGLE ADS DATA PROCESSING TERMS

Company and Company agree to the terms contained at the following URL: https://www.acceleration.biz/advertiser-dpa (“the Company Ads Data Processing Terms”) which will apply in respect of the Display & Video 360 Service, the Campaign Manager 360 Service (including any add-ons to the Campaign Manager 360 Service) and the Search Ads 360 Service. Client acknowledges that each of the Display & Video 360 Service, the Campaign Manager 360 Service and the Search Ads 360 Service is a “Processor Service” as defined in the Company Ads Data Processing Terms.

4 DISPLAY & VIDEO 360 SERVICE

With respect to the Display & Video 360 Service:

a. Client hereby represents and warrants that:

i. each of its Ad Specifications and other information entered into the Display & Video 360 Service are true and correct in all material respects; and

ii. it will not, and will not assist or knowingly permit any third party to analyse, decompile, track, or otherwise determine the source or location of any Third-Party Data.

b. Without prejudice to Client’s obligations under the Platform Terms, if Client uses the Display & Video 360 Service for interest-based advertising, it must: (i) have all rights necessary to use audience data such as cookie lists; (ii) attach notices to advertisements to make clear that they are interest-based (e.g. by using an “Ad Choices” icon); (iii) disclose clearly any data collection, sharing and use on any site, app, email publication or other property that facilitates interest-based advertising; and (iv) comply with applicable advertising industry regulations, codes of practice (for example, the CAP Code in the United Kingdom) and Internet advertising industry guidelines (e.g. the Self-Regulatory Principles for Online Behavioural Advertising of the Digital Advertising Alliance, or IAB Europe’s EU Framework for Online Behavioural Advertising).

5 CAMPAIGN MANAGER 360 SERVICE

With respect to the Campaign Manager 360 Service:

a. Client will remove, or cause the Target Properties to remove, all applicable Tags from the Target Properties at the completion of each Ad campaign and upon termination of Client’s access to the Campaign Manager 360 Service subject to an Order Form (it being understood and agreed that, notwithstanding any termination of Client’s access to the Campaign Manager 360 Service, Client will be liable for all use of Tags until they are removed from the Target Properties).

b. Use of Dynamic Floodlight may include without limitation the redirecting of requests from a user’s browser to entities other than Google, Client, the applicable Affiliate Customer, or the owner or operator of the Target Properties. In order for a privacy policy to comply with the Platform Terms, it must cover the collection of data through those redirects.

c. If Client elects to use RFP Module, the following terms will apply:

i. The Google proprietary RFP module (the “RFP Module”) is designed to facilitate media planning and buying, including without limitation selection of the Target Properties, management of the request for proposal (“RFP”) process with Target Properties, and generation of Insertion Orders and Media Plans. “Media Plan” means the selection of Target Properties where a campaign will be executed. “Insertion Order” means the written contract which governs the terms of placement on a Target Properties. The RFP Module is part of the Campaign Manager 360 Service.

6 SEARCH ADS 360 SERVICE

With respect to the Search Ads 360 Service:

a. Client will remove, or cause the search engine sites to remove, all applicable tracking URLs at the completion of each Ad campaign and upon the termination of Client’s access to the Search Ads 360 Service (it being understood and agreed that, notwithstanding any termination of Client’s access to the Search Ads 360 Service, Client will be liable for all use of tracking URLs until they are removed from the search engine sites).

7 GOOGLE MARKETING PLATFORM ADVERTISING SERVICES

a. With respect to each of the Google Marketing Platform Advertising Services:

i. Company (including via Google) may restrict, in whole or in part, the use of Tags on Client’s behalf in consent-based email publications if Company and/or Google receives “spam” complaints about any of those email publications; provided that Company (including via Google) will notify Client promptly following each such restriction.

ii. Client will not, directly or indirectly, allow any third party, other than Affiliate Customers or Subcontractors that Client engages to use the Service(s) as contemplated hereunder, to access or have information about the user interface of any Service(s).

iii. Client will comply with Client’s agreements with third parties, including Target Properties owners and advertisers, as applicable, when using the Google Marketing Platform Advertising Services.

8 CONFIDENTIALITY

Notwithstanding Section 7 (Confidentiality) of the Platform Terms and Section 9 (Data) below:

a. With respect to the Display & Video 360 Service, Company may, and may allow Google to, share Client’s Spend data and Client’s identity (and the identity of any Clients that purchase Media or utilise Third-Party Data) with applicable Media Providers and Data Providers solely for reporting and billing purposes.

b. Subject to Section 9 (Data) below, Data is Confidential Information of Client.

9 DATA

a. As between Client and Company, Client will own all Data; provided that Company may, and may allow Google to, use and disclose such Data solely:

i. as aggregate Service statistics, which will not include Personally Identifiable Information or information that identifies or would reasonably be expected to identify Client or any of its Clients or Target Properties;

ii. to provide the Services and enforce its rights under this Agreement (it being understood and agreed that Company will not, and shall procure that Google does not, use or disclose to any third-party Client’s non-aggregated data (except as otherwise expressly permitted by the Agreement) without Client’s written consent); and

iii. if and as required by court order, law, or governmental or regulatory agency (after, if permitted, giving reasonable notice to Client and using reasonable endeavours to provide Client with the opportunity to seek a protective order or the equivalent (at Client’s expense)).

b. Company’s (including via Google) retrieval and/or provision to Client of event-level data or archived reporting data derived from Client’s use of Services may result in additional fees based on storage and service costs.

10 SERVICE LEVEL AGREEMENT

a. For the Display & Video 360 Service only: Company shall procure that Google will use reasonable endeavors to ensure that the Display & Video 360 UI is available for Client’s use at least 99% of the time calculated on a calendar monthly basis, it being understood that Display & Video 360 UI “down” time will exclude time (i) required for routine system maintenance (it being understood that Company will notify (or shall procure that Google notifies) Client at least 1 business day prior to any such routine maintenance); and/or (ii) resulting from technical malfunctions in the systems of Client or of any Media Provider or Data Provider, or any other circumstances beyond Company or Google’s reasonable control (including, without limitation, Internet delays, network congestion, and ISP malfunctions).In the event that unscheduled down time exceeds 1% in any 3 consecutive months or in any 4 months in any 12 consecutive month period (each, a “Display & Video 360 UI Downtime Period”), Client will have the one-time right to terminate the Order Form in respect of the Display & Video 360 Service upon 30 days’ prior written notice to Company, subject to such notice being received by Company within 30 days of the end of the Display & Video 360 UI Downtime Period. The remedy set forth in this paragraph is Client’s sole remedy for any and all unavailability of the Display & Video 360 UI.

b. For the Campaign Manager 360 Service only: Company shall procure that Google will use reasonable endeavours to ensure that the Campaign Manager 360 Service processes Ad requests at least 99% of the time, calculated on a calendar monthly basis as measured by Google from the data centre used by Google to serve Ads on Client’s behalf, it being understood that Ad Delivery Service “down” time (calculated as the difference between 100% of time in a calendar month and the actual percentage of time during that month that Ad requests are processed) will exclude time resulting from technical malfunctions in the Target Properties’ systems, or any other circumstances beyond Company or Google’s reasonable control (including, without limitation, Internet delays, network congestion, and ISP malfunctions). Notwithstanding anything to the contrary in the Platform Terms, these Service Specific Terms, or the Order Form, in the event that down time exceeds 1% in any month during the Campaign Manager 360 Term, Client will receive a reduction in fees, credited to the next month’s invoice, calculated by multiplying (i) the Average Impressions Per Hour; by (ii) the down time (rounded to the nearest hour); and by (iii) the effective CPM rate charged by Company for Ads served by Google during that month. The “Average Impressions Per Hour” is determined by dividing the total number of Ads served in the previous month by the total number of hours in that month. The remedy set forth above in this paragraph is Client’s sole remedy for any and all unavailability of the Campaign Manager 360 Service.

11 AFFILIATES

a. Client’s Affiliates may receive Services under the Agreement

i. by entering into an Affiliate Adopting Agreement (as defined below); or

ii. if Client uses the Services on behalf of its Affiliates (each an “Affiliate Customer”) (for the sake of clarity, this Section 11 does not apply to Google Analytics 360, which is governed by separate terms).

b. If Client’s Affiliate adopts the terms of an Order Form (which incorporate the Platform Terms and these terms by reference) by entering into an Affiliate Adopting Agreement, Client will provide a copy of this Agreement (including the applicable Order Form) to such Affiliate. “Affiliate Adopting Agreement” means a written agreement that incorporates the Agreement by reference and is entered into by Company (or an Affiliate of Company) and an Affiliate of Client, creating a direct relationship between them. Notwithstanding anything to the contrary in the Platform Terms (and subject to credit approval by Company), each Client Affiliate party to an Affiliate Adopting Agreement shall be subject to Company’s standard payment terms by country as displayed in the user interface for the relevant Google Marketing Platform Advertising Service.

c. If Client uses the Services on behalf of an Affiliate Customer, Client will be liable for the acts and omissions of each such Affiliate Customer in connection with Services provided under the Agreement (to the extent any such acts or omissions, if performed by Client, would be a breach of, or otherwise give rise to liability under, the Agreement) and Client will pay directly to Company all Service Fees and other costs for the Services incurred by such Affiliate Customer.

d. Services will not be provided to or utilized by any Affiliate of Client that is organized in China.

12 JURISDICTION-SPECIFIC SURCHARGES.

In addition to the fees set out in the Order Form, the Service Fees may include additional operating fees, jurisdiction specific fees, surcharges, levies, or any other similar fees or costs, as determined by Company, based on the territory in which Ads are directed to End Users.

13 TRAFFICKING SERVICES

If Client elects to use Trafficking Services, the following terms and Additional Fees will apply:

a. Client outsources to Company responsibility for the trafficking of all Ads associated with any or all of its campaigns. The trafficking services consist of (i) uploading Ad content into the Campaign Manager 360 Service; (ii) setting associated trafficking and targeting criteria; and (iii) reasonably cooperating with Client and designated site contacts in connection with issues with respect to the insertion and operation of Tags, as further set out in the Order Form (collectively, “Trafficking Services”).

b. After Client provides Company with its media plan, trafficking forms, and creative executions, Company will use reasonable endeavours to perform those Trafficking Services set forth in Subsections 13(a)(i) and 13(a)(ii) above within the timeframes set forth in Company support’s standard trafficking policies and procedures, as set out in the Order Form (as may be modified by Company from time to time, on notice to Client), with such timeframes dependent on the size, media type (e.g., jpeg, gif, animated gif, rich media) and complexity of the trafficking worksheet.

c. Any changes to Client’s media plan (e.g., optimisations), trafficking forms, or creative execution will be subject to the trafficking periods for these changes listed in the Order Form.

d. Company will not be responsible for any delays or errors with implementation of Tags or delays in campaign commencement that result from factors at Target Properties beyond Company or Google’s reasonable control, so long as Company has procured that Google employ reasonable endeavours to facilitate Tag implementation. The Trafficking Services are provided without prejudice to Client’s obligations under the Platform Terms including obligations relating to Target Properties.

14 REMARKETING SERVICE

If Client opts into the Remarketing Service via the Campaign Manager 360 UI and/or the Order Form, the terms in this Section 14 (Remarketing Service) will apply:

a. The following capitalized terms used in this Section have the following meanings:

i. “Identifiers” means, collectively, identifiers (e.g., cookies, mobile advertising IDs (such as AdID or IDFA), and/or PPIDs).

ii. “PPID” means an identifier that is unique to an End User, provided by Client and/or a third party to Google LLC and its Affiliates as part of an Ad request.

iii. “Remarketing Sites” means, collectively, the web sites, consent-based email publications, applications, or other properties from which Compiled Lists (as defined below) will be compiled.

iv. “Target Sites” means, collectively, the web sites to which Client uses the Remarketing Service to select and target Ads on the basis of Client’s User Lists (as defined below).

b. Client will advise in writing each Remarketing Site and Target Site that each such site is required to contain a privacy policy that (i) discloses (x) the usage of third-party technology; and (y) the data collection and usage resulting from the Remarketing Service; and (ii) complies with all applicable laws, rules, and regulations. To the extent a Remarketing Site or Target Site may be included in an advertising network, advertising exchange or both (as applicable), Client will advise in writing the network owner, exchange owner or both (as applicable) rather than that Remarketing Site or Target Site.

c. Notwithstanding anything to the contrary in these Service Specific Terms or the Platform Terms, Client will advise in writing each Remarketing Site that is a consent-based email publication that each such Remarketing Site (i.e., consent-based email publication) is required to contain a conspicuous link to a privacy policy that (i) discloses (x) the usage of third-party technology; and (y) the data collection and usage resulting from the Remarketing Service; and (ii) complies with all applicable laws, rules, and regulations.

d. Client will select the Remarketing Sites on which Tags will be served under this Section.

e. Client will direct Company to compile on Client’s behalf lists of Identifiers based on the various criteria Client has selected (those lists, “Compiled Lists”). Client may also provide Google with other lists of Identifiers that were either (i) compiled by Client (or a third party on Client’s behalf) based on various criteria selected by Client; or (ii) compiled by a third party and provided to Client (provided that each of the web sites, consent-based email publications or other properties from which those Identifiers were compiled properly discloses the data collection and other uses described in this Section and complies with the privacy provisions of this Section and the Platform Terms) (those lists, “Provided Lists”, and together with Compiled Lists, “User Lists”). A User List can also consist of a combination of a Compiled List(s) (or any portion thereof) and/or a Provided List(s) (or any portion thereof).

f. Company may require Client to remove or deactivate Tags that are not utilized by Client for active Compiled Lists within 10 days following written request from Company.

g. Notwithstanding anything to the contrary in these Service Specific Terms or the Platform Terms, Client’s indemnification obligations to Company under this Section arising out of the breach of a privacy policy provision of this Section or the Platform Terms, to the extent those indemnification obligations relate to a violation(s) of Section 5 of the Federal Trade Commission Act (or the corresponding section(s) of any successor statute), will not be subject to any limitation of liability.

h. Company may suspend the Remarketing Service if Client breaches any of those privacy policy provisions.

i. Client may terminate any User List at any time, for any reason.

j. Each party may suspend or stop using the Remarketing Service at any time upon notice to the other party of its reasonable determination that, due to a change in law, regulation, or policy, the Remarketing Service may no longer be provided to Client or the Compiled Lists may no longer be compiled on Client’s behalf or used by Client or its Clients. Upon such suspension or notice, Client will cease all use of Tags on, and will remove and/or cause to be removed all Tags from, each of the Remarketing Sites (it being understood and agreed that, notwithstanding the foregoing, Client will be liable for all use of Tags until they are removed from the Remarketing Sites).

k. If Client exceeds fifty million (50,000,000) Identifiers on all User Lists, Company (via Google) may reduce the size of and/or inactivate (i.e., cease the compilation of Identifiers) any one or more User Lists so that the total number of Identifiers on all User Lists is such maximum size or is less than that maximum size.

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