Version: December 2023
By entering into an Order Form for any of the Services described in such Order Form (including Google Ad Manager (as such term is defined below)), Client agrees to the following additional terms for Google Ad Manager. Capitalized terms that are undefined in these Service Specific Terms have the meanings set forth in the Platform Services Terms and Conditions.
1 DEFINITIONS
Ad Revenues means, for any period during the Term, for each Programmatic transaction type, the sum of the Programmatic Transaction Prices in that period.
Ad Deduction means, for each of the Services, for any period during the Term, the Deduction Percentage (as listed and defined in the user interface or in the Order Forms) of Ad Revenues.
Authorised Exchange Bidder has the meaning set forth at the following link: https://support.google.com/adxseller/answer/2805834?hl=en.
Company means the legal entity or its Affiliates defined in the applicable Order Form.
Exchange Bidding has the meaning set forth at the following link: https://support.google.com/adxseller/answer/2805834?hl=en.
Google Ad Manager means the Google Ad Manager 360 or Google Ad Manager service, any successor service, or the legacy DoubleClick for Publishers and/or Google DoubleClick AdX service.
Net Ad Revenues means, for each of the Services, for any period during the Term, Ad Revenues for that period minus the Ad Deduction (if any) for that period.
Open Auction has the meaning set forth at the following link: https://support.google.com/adxseller/answer/2805834?hl=en.
Preferred Deal has the meaning set forth at the following link: https://support.google.com/adxseller/answer/2805834?hl=en.
Private Auction has the meaning set forth at the following link: https://support.google.com/adxseller/answer/2805834?hl=en.
Programmatic means Open Auction, Preferred Deal, Private Auction, Programmatic Guaranteed and Exchange Bidding.
Programmatic Guaranteed has the meaning set forth at the following link: https://support.google.com/adxseller/answer/2805834?hl=en.
Programmatic Transaction Price means, in a Programmatic transaction, the final price for the provision of the Ad.
Revenue Share Percentage means the revenue share percentages for a Service as listed on an applicable Order Form or within the user interface for the Service.
Traditional Ad Serving has the meaning set forth at the following link: https://support.google.com/dfp_premium/answer/6021064?hl=en&r ef_to pic=6021046.
Traditional Ad Serving Network means an infrastructure within Traditional Ad Serving designed to allow Client to segment its online advertising delivery and data collections.
2 OBLIGATIONS
a. Tag Removal. Client will remove or cause the Target Properties to remove all applicable Tags from the Target Properties upon termination of a Google Ad Manager Order Form. Client will be liable for all use of Tags until they are removed from the Target Properties (including after termination of the Order Form).
b. Access to User Interface. Client will not provide any third party, other than its (a) Affiliates (excluding Affiliates that enter into an Affiliate Adopting Agreement) or (b) Subcontractors that Client engages to use the Services as contemplated hereunder, with access to the Google Ad Manager user interface. In consideration of the access rights granted in this section 2(b), Client will (i) be responsible for the acts and omissions of all such Affiliates and Subcontractors and (ii) indemnify Company and Google and their respective Affiliates, officers, directors, employees and agents against all Claims, liabilities, damages, losses, costs, fees (including legal fees), and expenses arising from such Affiliates’ or Subcontractors’ access to the Google Ad Manager user interface. Notwithstanding Section 13.2 in the Platform Services Terms and Conditions, the indemnity in this section 2(b) is subject to the limitations of liability in the Platform Services Terms and Conditions.
c. Revenue Share Payments. As referred to in Section 4.1(b) of the Platform Services Terms and Conditions, Company’s payment to Client will be made in the month following the calendar month in which the applicable Ads were displayed, provided that (i) with respect to Revenue Share Percentage payments, the amount owed to Client in a given month is above the minimum set forth in the applicable Policies and (ii) Company’s Google Ad Manager Service account is in good standing as described at the following link: https://support.google.com/admanager/answer/147000.
d. Data Protection. Client will comply and Company will procure that Google complies with the data protection terms set forth at the following link: https://privacy.google.com/businesses/controllerterms/, which may be updated from time to time (the “Data Protection Terms”).
i. The “Terms Effective Date” shall be deemed to be the Effective Date of the Agreement.
ii. In the event of any conflict between the Data Protection Terms and any provisions of the Platform Terms, these Service. Specific Terms or the Order Form, the Data Protection Terms will prevail.
3 CONFIDENTIALITY
Notwithstanding Clause 7 (Confidentiality) of the Platform Terms and the Data provision (Section 4 of these Service Specific Terms) below:
a. subject to Client’s settings selected in the Google Ad Manager user interface or declared in the Ad call, Company and/or Google may (a) inform bidders or advertisers of Client’s participation in Google Ad Manager; and (b) share with bidders or advertisers Target Property specific statistics, the Target Property URL, and related information collected by Google through its provision of Google Ad Manager to Client;
b. Company and/or Google may disclose aggregate Service statistics to bidders, advertisers, publishers, and other third parties participating in Google Ad Manager; and
c. Client may disclose to Client Partners, or to any other third parties, the Google Ad Manager reports provided by Company to Client (via the Google Ad Manager user interface); provided that, Client may not disclose to any Client Partners, or to any other third parties, the Revenue Share Percentage or any data that would allow a Client Partner or third party to ascertain the Revenue Share Percentage.
4 DATA
Company will not, and will procure that Google does not:
a. use data entered by Client into the Google Ad Manager user interface (“Client Entered Data”) that is not generally shared with buyers for purposes of informing bids made on behalf of Google’s AdWords service or the DoubleClick Bid Manager service (or successor services to the foregoing), unless Client authorizes such use via the Google Ad Manager user interface or otherwise; or
b. use Client Entered Data that is not generally shared with buyers to inform pricing or offers on YouTube or other Google owned and operated sites; or
c. use Data (including any Client Entered Data) to create a segment of users whose sole criterion for creation is that such users are End Users of the Target Properties for the purpose of targeting advertising to such segment of Target Property End Users, unless on Client’s behalf or Client consents to such use via the Google Ad Manager user interface or otherwise.
5 AD NETWORK ACCOUNT DATA
If Client opts to use Customer managed ad network optimization, Client authorizes Company and Google to access, manage, retrieve data from, and analyze data from Client’s accounts with Customer Managed Buyers that are related to the Services (“Ad Network Accounts”) (including by automated means). “Customer-Managed Buyer” means a purchaser of advertising inventory on the Target Properties (i) from whom Client is responsible for collection of payment and (ii) with whom Client has a separate contractual relationship, as indicated by Client through the Google Ad Manager user interface (including, if applicable, Google acting as a purchaser, for example via an AdSense service).
6 PROGRAMMATIC GUARANTEED
For the Programmatic Guaranteed deal type, Client will enter accurate and truthful CPM floors or ceilings into the Google Ad Manager user interface that correspond with the business terms entered into by Client and the applicable buyer(s).
7 TRADITIONAL AD SERVING
a. Service Level Agreement. Solely with respect to Traditional Ad Serving, Company will procure that Google use commercially reasonable endeavours to ensure that Traditional Ad Serving processes Ad requests at least 99% of the time, calculated on a calendar monthly basis as measured by Google from the data center used by Google to serve Ads on Client’s behalf, it being understood that “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). If downtime exceeds 1% in any month during the Term, then 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 Google 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 out above in this paragraph is Client’s sole remedy for any and all Traditional Ad Serving unavailability.
b. Click Limit. Solely with respect to Traditional Ad Serving, the number of times a Tag served via Traditional Ad Serving tracks an End User’s click on a text-link or other placement without delivering an Ad impression associated with the Tag will not be greater than 0.3% of the total number of Client’s Ad impressions served in a particular calendar month.
8 SEGMENT AD SERVING (“Audience Management Service”):
a. The following capitalized terms used in this Section (and applicable Order Form) have the following meanings:
i. “Audience Management List” means a list of identifiers (including cookies, mobile advertising identifiers (AdID or IDFA) and PPIDs) of End Users whose activities on an Audience Management Site(s) match a Segment.
ii. “Audience Management Sites” means, collectively, the websites, consent-based email publications, applications or other properties from which Audience Management Lists will be compiled.
iii. “Audience Management Tag” means any web beacon, ad tag (which may include a Traditional Ad Serving ad tag), scripting language or other programming code or HTML that may be used by Company and/or Google to develop Audience Management Lists.
iv. “Segment” means a category (e.g., a particular action or a particular attribute)selected by Client, which will be used by Company and/or Google to compile, on Client’s behalf, Audience Management Lists.
v. “Segment Ad” means an Ad delivered by Google on behalf of Client pursuant to information provided by an Audience Management Tag.
vi. “Third Party Data Provider” means the third party provider of a Third Party Data Provider Segment.
vii. “Third Party Data Provider Segment” means a Segment based on data provided by a Third Party Data Provider that it makes available to Client by Company or Google.
b. Client is solely responsible for the utilization of Third Party Data Provider Segments sourced by Client hereunder. Client authorizes Company and Google to disclose to each Third Party Data Provider (i) the name and ID of each Third Party Data Provider Segment based on data provided by that Third Party Data Provider that was utilized by Client; (ii) the name and ID of each Traditional Ad Serving Network within which the data derived from the serving of Segment Ad impressions based on each such Third Party Data Provider Segment is contained; and (iii) the number of Segment Ad impressions served based on each such Third Party Data Provider Segment.
9 AFFILIATES
a. Client’s Affiliates may receive Services under the Agreement if Client uses the Services on behalf of its Affiliates in compliance with Policies. Client’s Affiliates may also request to enter into an Affiliate Adopting Agreement (as defined below) to receive Services under the Agreement.
b. An Affiliate may adopt the terms of an Order Form (which incorporate these Terms by reference) by entering into an Affiliate Adopting Agreement. If an Affiliate enters into an “Affiliate Adopting Agreement” to this 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.
c. If Client uses the Services on behalf of an Affiliate (and such Affiliate is not an Affiliate that has entered into an Affiliate Adopting Agreement), Client will be liable for the acts and omissions of each such Affiliate 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. Each such Affiliate will be considered a Client Partner and the provisions in this Agreement regarding Client Partners will apply to each such Affiliate. For clarity, Company will pay Client directly the applicable Revenue Share Percentage of Net Ad Revenues with respect to Client’s use of the monetisation component of Google Ad Manager on behalf of any Client Partners (including such Affiliates).
d. If an Affiliate of Client that is party to an Advertising Platform Agreement (or another substantially similar agreement) with Company subsequently enters into an Affiliate Adopting Agreement to this Agreement, then, as of the “Adopting Effective Date” of that Affiliate Adopting Agreement, the Affiliate Adopting Agreement, together with the Order Form, will supersede that Affiliate’s Advertising Platform Agreement and all order forms (or another substantially similar agreement), schedules and statements of work to it (as applicable) with respect only to Google Ad Manager, the DFP and/or AdX Services, Audience Management, DFP Basic Video (or Basic Video), DFP Advanced Video (or Advanced Video), DoubleClick Sales Manager (or Sales Manager), Dynamic Ad Insertion, or the DRM (or Rich Media) Services.
e. Services will not be provided to or utilized by any Affiliate of Client that is organized in China.
10 PPID. The following terms will apply only if Client uses Google Ad Manager 360:
a) “PPID” means an identifier that is unique to an End User provided by Client to Company as part of an ad request. If Client uses PPID(s) in connection with the Google Ad Manager 360 Service for purposes of interest-based advertising, Client will, for each of its and its Client Partners’ Target Properties, ensure that (i) End Users are informed how PPID may be used and how to opt out of interest-based advertising and how to delete or reset the PPID that is associated with the End User, (ii) End Users have access to a mechanism to opt out of interest-based advertising, (iii) End Users have access to a mechanism to delete or reset the PPID that is associated with the End User, and (iv) to the extent an End User exercises an opt out of interest-based advertising that is visible to Client, Client will comply with such request and either immediately stop sending Company the PPID associated with such End User in connection with interest-based advertising or notify Company via a Google Ad Manager ad request API that interest-based ads should be disabled for said End User in connection with an ad request, and (v) to the extent an End User makes a request that is visible to Client to delete or reset the PPID associated with the End User, Client will comply with such request and without undue delay send Company a request to delete the data associated with such PPID.