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Service Specific Terms – Google Ad Manager Service

Last Updated on: June, 04 2020

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)), Customer 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 Total Media Platform Services Terms and Conditions.

1. Definitions.

a. “Ad Revenues” means, for any period during the Term, for each Programmatic transaction type, the sum of the Programmatic Transaction Prices in that period.

b. “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.

c. “Authorised Exchange Bidder” has the meaning set forth at the following link: https://support.google.com/adxseller/answer/2805834?hl=en.

d. “Exchange Bidding” has the meaning set forth at the following link: https://support.google.com/adxseller/answer/2805834?hl=en.

e. “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.

f. “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.

g. “Open Auction” has the meaning set forth at the following link: https://support.google.com/adxseller/answer/2805834?hl=en.

h. “Preferred Deal” has the meaning set forth at the following link: https://support.google.com/adxseller/answer/2805834?hl=en.

i. “Private Auction” has the meaning set forth at the following link: https://support.google.com/adxseller/answer/2805834?hl=en.

j. “Programmatic” means Open Auction, Preferred Deal, Private Auction, Programmatic Guaranteed and Exchange Bidding.

k. “Programmatic Guaranteed” has the meaning set forth at the following link: https://support.google.com/adxseller/answer/2805834?hl=en.

l. “Programmatic Transaction Price” means, in a Programmatic transaction, the final price for the provision of the Ad.

m. “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.

n. “Traditional Ad Serving” has the meaning set forth at the following link: https://support.google.com/dfp_premium/answer/6021064?hl=en&ref_topic=6021046.

o. “Traditional Ad Serving Network” means an infrastructure within Traditional Ad Serving designed to allow Company to segment its online advertising delivery and data collections.

2. Obligations.

a. Customer will remove or cause the Target Properties to remove all applicable Tags from the Target Properties upon termination of the Google Ad Manager 360 Service Order Form or Google Ad Manager Small Business Service Order Form, as applicable. Customer will be liable for all use of Tags until they are removed from the Target Properties.

b. Customer will not provide any third party with access to the Google Ad Manager user interface. In consideration of the access rights granted in this section 2(b), Customer will (i) be responsible for the all acts and omissions of any personnel, affiliates and subcontractors and (ii) indemnify Company and its officers, directors, employees and agents against all Claims, liabilities, damages, losses, costs, fees (including legal fees), and expenses arising from such access to the Google Ad Manager user interface. Notwithstanding clause 11.2 in the Total Media Platform Services Terms and Conditions, the indemnity in this section 2(b) is subject to the limitations of liability in the Total Media Platform Services Terms and Condition.

c. As referred to in Section 3.1(b) of the Total Media Platform Services Terms and Condition, Total Media’s payment to Customer will be made in the month following the calendar month in which the applicable Ads were displayed, provided that with respect to Revenue Share Percentage payments, the amount owed to Customer in a given month is above the minimum set forth in the applicable Policies.

d. Each party will comply 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.

3. Confidentiality. Notwithstanding Clause 6 (Confidentiality) of the Total Media Platform Terms below:

a. subject to Customer’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 Company’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 Company and/or Google through its provision of Google Ad Manager to Customer;

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. Company may disclose to Company Partners, or to any other third parties, the Google Ad Manager reports provided by Company and/or Google to Customer; provided that, Company may not disclose to any Company Partners, or to any other third parties, the Revenue Share Percentage or any data that would allow a Company Partner or third party to ascertain the Revenue Share Percentage.

4. Ad Network Account Data. If Customer opts to use Client managed ad network optimization, Customer authorizes Company and/or Google to access, manage, retrieve data from, and analyze data from Customer’s accounts with Client-Managed Buyers that are related to the Services (“Ad Network Accounts”) (including by automated means). “Client-Managed Buyer,” means a purchaser of advertising inventory on the Target Properties (i) from whom Customer is responsible for collection of payment and (ii) with whom Customer has a separate contractual relationship, as indicated by Customer through the Google Ad Manager user interface (including, if applicable, Google acting as a purchaser, for example via an AdSense service).

5. Programmatic Guaranteed. For the Programmatic Guaranteed deal type, Customer 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 Customer and the applicable buyer(s).

6. Traditional Ad Serving.

6.1 Service Level Agreement. Solely with respect to Traditional Ad Serving, Google will 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 Customer’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 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 Customer 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 Customer’s sole remedy for any and all Traditional Ad Serving unavailability.

6.2 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 Customer’s Ad impressions served in a particular calendar month.

7. 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 Google to develop Audience Management Lists.

iv. “Segment” means a category (e.g., a particular action or a particular attribute) selected by Customer, which will be used by Google to compile, on Customer’s behalf, Audience Management Lists.

v. “Segment Ad” means an Ad delivered by Google on behalf of Customer 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 Customer by Google.

b. Customer is solely responsible for the utilization of Third Party Data Provider Segments sourced by Customer hereunder. Customer authorizes Company and/or 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 Customer; (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.