Google Ad Manager

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.
“Authorized Exchange Bidder” has the definition set forth at the following link: https://support.google.com/adxseller/answer/2805834?hl=en.
“Exchange Bidding” has the definition 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 definition 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&ref_topic=6021046.
“Traditional Ad Serving Network” means an infrastructure within Traditional Ad Serving designed to allow Company to segment its online advertising delivery and data collections.

Obligations.

Company 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. Company will be liable for all use of Tags until they are removed from the Target Properties.
Company will not provide any third party, other than its (a) Affiliates (excluding Affiliates that enter into an Affiliate Adopting Agreement) or (b) Subcontractors that Company engages to use the Services as contemplated hereunder, with access to the Google Ad Manager user interface. Company will (i) be responsible for the acts and omissions of all such Affiliates and Subcontractors and (ii) indemnify and defend Google and its officers, directors, employees and agents from any third party claims arising from such Affiliates’ or Subcontractors’ acts or omissions.
As referred to in Section 4.1(b) of the Google Platform Services Terms and Condition, Google’s payment to Company 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 Company in a given month is above the minimum set forth in the applicable Policies.
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. Notwithstanding the foregoing, if Company uses a Processor Service (defined below), then Google and Company agree to the terms at https://business.safety.google/adsprocessorterms/ (which may be updated from time to time) (the “Processor Terms”) with respect to Company’s use of such Processor Service. “Processor Services” have the meaning given in the Processor Terms.

Confidentiality. Notwithstanding Section 7 (Confidentiality) of the Platform Terms and Conditions and the Data provision (Section 4 of these Service Specific Terms) below:

subject to Company’s settings selected in the Google Ad Manager user interface or declared in the Ad call, 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 Google through its provision of Google Ad Manager to Company; and
For clarity, Google may disclose aggregate Service statistics to bidders, advertisers, publishers, and other third parties participating in Google Ad Manager; and
Company may disclose to Company Partners, or to any other third parties, the Google Ad Manager reports provided by Google to Company; 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.

Data. Google will not:

use data entered by Company into the Google Ad Manager user interface (“Company 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 Company authorizes such use via the Google Ad Manager user interface or otherwise; or
use Company Entered Data that is not generally shared with buyers to inform pricing or offers on YouTube or other Google owned and operated sites; or
use Data (including any Company 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 Company’s behalf or if Company consents to such use via the Google Ad Manager user interface or otherwise.

Ad Network Account Data. If Company opts to use Client managed ad network optimization, Company authorizes Google to access, manage, retrieve data from, and analyze data from Company’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 Company is responsible for collection of payment and (ii) with whom Company has a separate contractual relationship, as indicated by Company through the Google Ad Manager user interface (including, if applicable, Google acting as a purchaser, for example via an AdSense service).

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

Traditional Ad Serving.

Service Level Agreement. Solely with respect to Traditional Ad Serving, Google will use commercially reasonable efforts 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 Company’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 Company 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 forth above in this paragraph is Company’s sole remedy for any and all Traditional Ad Serving unavailability.
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 Company’s Ad impressions served in a particular calendar month.

Segment Ad serving (“Audience Management Service”):

The following capitalized terms used in this Section 8 of these Service Specific Terms (and applicable Order Form) have the following meanings:
1. “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.
2. “Audience Management Sites” means, collectively, the websites, consent-based e-mail publications, applications or other properties from which Audience Management Lists will be compiled.
3. “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.
4. “Segment” means a category (e.g., a particular action or a particular attribute) selected by Company, which will be used by Google to compile, on Company’s behalf, Audience Management Lists.
5. “Segment Ad” means an Ad delivered by Google on behalf of Company pursuant to information provided by an Audience Management Tag.
6. “Third Party Data Provider” means the third party provider of a Third Party Data Provider Segment.
7. “Third Party Data Provider Segment” means a Segment based on data provided by a Third Party Data Provider that it makes available to Company by Google.
Company is solely responsible for the utilization of Third Party Data Provider Segments sourced by Company hereunder. Company authorizes 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 Company; (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.

Affiliates.

Company’s Affiliates may receive Services under the Agreement if Company uses the Services on behalf of its Affiliates in compliance with Policies. Company’s Affiliates may also request to enter into an Affiliate Adopting Agreement (as defined below) to receive Services under the Agreement.
An Affiliate may request to 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, Company 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 Google (or an Affiliate of Google) and an Affiliate of Company, creating a direct relationship between them.
If Company uses the Services on behalf of an Affiliate (and such Affiliate is not an Affiliate that has entered into an Affiliate Adopting Agreement), Company 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 Company, would be a breach of, or otherwise give rise to liability under, the Agreement) and Company will pay directly to Google all Service Fees and other costs for the Services incurred by such Affiliate. Each such Affiliate will be considered a Company Partner and the provisions in this Agreement regarding Company Partners will apply to each such Affiliate. For clarity, Google will pay Company directly the applicable Revenue Share Percentage of Net Ad Revenues with respect to Company’s use of the monetization component of Google Ad Manager on behalf of any Company Partners (including such Affiliates).
If Services are provided to an Affiliate of Company that is organized in Europe, the Middle East or Africa, Google Ireland Limited will be deemed to be the entity that provides such Services. If Company is organized in France, Italy or Turkey, Google Ireland Limited will be deemed to be the entity that provides all Services to Company, unless Google expressly notifies Company that with respect to features of the Services where Google invoices Company, such features will be provided by (i) Google France SARL as a reseller, if Company is organized in France; (ii) Google Italy s.r.l. as a reseller, if Company is organized in Italy; and (iii) Google Reklamcilik ve Pazarlama Limited Sirketi as a reseller, if Company is organized in Turkey. If Company is organized in Canada, Google LLC will be deemed to be the entity that provides all Services to Company, unless Google expressly notifies Company that with respect to features of the Services where Google invoices Company, such features will be provided by Google Canada Corporation as a reseller, if Company is organized in Canada. If Services are provided to an Affiliate of Company that is organized in North America or in another region outside Europe, the Middle East, Africa, Asia and Oceania, Google LLC, will be deemed to be the entity that provides such Services. If Services are provided to an Affiliate of Company that is organized in Asia (other than China, Japan or Indonesia) or Oceania (other than Australia or New Zealand), Google Asia Pacific Pte. Ltd. will be deemed to be the entity that provides such Services. If Services are provided to an Affiliate of Company that is organized in Australia, New Zealand, Japan or Indonesia, with respect to features of the Services where Google pays Company, Google Asia Pacific Pte. Ltd. will be the entity that provides such features and, with respect to features of the Services where Google invoices Company as a reseller of such features, (i) for Affiliates of Company organized in Australia, Google Australia Pty Ltd will be the entity that provides such features; (ii) for Affiliates of Company organized in New Zealand, Google New Zealand Limited will be the entity that provides such features; and (iii) for Affiliates of Company organized in Japan, Google Japan G.K. will be the entity that provides such features; and (iv) for Affiliates of Company organized in Indonesia, PT Google Indonesia will be the entity that provides such features. Services will not be provided to or utilized by any Affiliate of Company that is organized in China unless such Affiliate enters into an Affiliate Adopting Agreement or other agreement with the applicable Google Affiliate.
If an Affiliate of Company that is party to an Advertising Platform Agreement (or another substantially similar agreement) (the “APA”) with Google 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 APA 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), Nielsen Digital Ad Ratings, Dynamic Ad Insertion, or the DRM (or Rich Media) Services.

Nielsen Digital Ad Ratings Service. If Company opts into the Nielsen Digital Ad Ratings Service for Google Ad Manager via the Google Ad Manager user interface, the following terms will apply:

Company authorizes Google and the Nielsen Company (US), LLC and/or its Affiliates (collectively, “Nielsen”) to implement Nielsen’s Digital Ad Ratings product (the “DAR Product”) for Company’s online advertising campaign(s) that have been enabled by Company for measurement by the Nielsen Digital Ad Ratings Service for Google Ad Manager; and
Google will receive Company’s DAR Product reports (“DAR Reports”) from Nielsen.
Company acknowledges and agrees that, as between Company and Nielsen, Nielsen owns:
1. all DAR Reports and
2. all demographic data collected by Nielsen from Nielsen’s panelists, or data derived by Nielsen based on the foregoing Nielsen panelist data, and demographic data licensed by Nielsen from third parties, and any other data or information originating from the DAR Product, any information that Nielsen collects to provide DAR Reports or to operate the DAR Product.
Company may use a DAR Report solely for forecasting, Pacing (as defined below), and reporting purposes. For purposes of the Nielsen Digital Ad Ratings Service for Google Ad Manager, “Pacing” means the use of information about the historic delivery of a campaign against a goal to affect the delivery of future Ad impressions for that particular campaign or other campaign(s).
Company may share a DAR Report only with relevant third parties involved in the advertising transaction. For example, if Company is a publisher, Company may only disclose a DAR Report to the advertiser (or the advertiser’s agency on its behalf) that is the subject of the campaign and no other third party.
Company will ensure that accurate dates and attribution (i.e., “Nielsen OCR” or “Nielsen DAR” or similar) are included on all permitted disclosures of the DAR Report in its entirety. External uses of a DAR Report in its entirety by Company, such as in mass media, require Nielsen’s prior written (e-mail sufficient) consent before disclosure.
Without limiting Company’s obligations under the Agreement or other agreements with Google, if Company is a publisher, Company will ensure that the use of Tags in connection with the Nielsen Digital Ad Ratings Service for Google Ad Manager is disclosed in its privacy policy or other similar user disclosure.
Company will not combine a DAR Report and any associated DAR data with any other third party data without Nielsen’s prior written consent. For purposes of clarification, nothing herein will be interpreted to prevent Company from internally comparing the DAR Reports to any other data set and/or sharing such comparison with Google.
Company acknowledges and agrees that Nielsen will have the right to directly enforce the terms and conditions of subsections (e)-(g), inclusive, of this Section 10 of these Service Specific Terms governing use of the Nielsen Digital Ad Ratings Service for Google Ad Manager as a third party beneficiary against Company.
Google may suspend provision of the Nielsen Digital Ad Ratings Service for Google Ad Manager to Company at any time upon 30 days’ written notice to Company for any reason or no reason.

PPID. The following terms will apply only if Company uses Google Ad Manager 360:

“PPID” means an identifier that is unique to an End User provided by Company to Google as part of an ad request. If Company uses PPID(s) in connection with the Google Ad Manager 360 Service for purposes of interest-based advertising, Company will, for each of its and its Company 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 Company, Company will comply with such request and either immediately stop sending Google the PPID associated with such End User in connection with interest-based advertising or notify Google 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 Company to delete or reset the PPID associated with the End User, Company will comply with such request and without undue delay send Google a request to delete the data associated with such PPID.

Service Specific Terms – Google Ad Manager Service