Master Service Terms

Schedule A – Demand Side Platform

Last Updated: December 26, 2018

The following terms apply to the Services, specifically with respect to the Demand Side Platform (“DSP”):

  1. The Services.
    1. DSP. The DSP offers Client the ability to buy inventory and license data through the Platform, collect data and do analysis on the collected data. The DSP may be offered on a self-serve or managed-service basis.
      1. Managed Services. Amobee may deliver Ad Campaigns for Client on a managed-service basis utilizing the DSP, according to parameters outlined in an insertion order. The insertion order will be subject to IAB Standard Terms and Conditions Version 3.0 or Amobee’s Terms and Conditions for Advertisers. A managed service client may have full login access, read-only login access or no login access, as stated on the Pricing Sheet.
  2. AlwaysOn Data.
    1. Data Licensing. Amobee may make available third-party data (“AlwaysOn Data”) through the Platform at prices and terms shown through the Platform. Client may choose to license the AlwaysOn Data, in which case Client forms a contract directly with the provider (the “AlwaysOn Vendor”) of the AlwaysOn Data by accepting the online terms.
    2. The Platform. In the event of conflict between an AlwaysOn Vendor’s terms and the Agreement, the Agreement will control Client’s usage of the Platform. Client acknowledges that Amobee may enter into revenue sharing or flexible pricing arrangements with AlwaysOn Vendors.
    3. Unexpected Termination. Amobee reserves the right to terminate its relationship with any AlwaysOn Vendor at any time, in which case such AlwaysOn Vendor would no longer be available through the Platform.
    4. Managed Services Licensing. In the case where Amobee delivers Ad Campaigns on a managed service basis, Amobee may utilize AlwaysOn Data according to the parameters of the insertion order. Or, if Client has otherwise instructed Amobee to set up, modify or traffic Ad Campaigns on Client’s behalf, Amobee may utilize AlwaysOn Data according to such instructions. In either case, Client authorizes Amobee to accept the terms governing such AlwaysOn Data on behalf of Client and bind Client to such terms. Amobee will make reasonable efforts to inform Client of the AlwaysOn Data it utilizes on behalf of Client, and Client will be able to log into the Platform and see which AlwaysOn Data is utilized and the terms thereof.
    5. Advanced Payment. While the payment obligation is directly between Client and the AlwaysOn Vendors, Amobee may advance payment to the AlwaysOn Vendors so long as Client is current in paying the Fees. If Client is delinquent in paying the Fees, Amobee may choose not to advance payment to the AlwaysOn Vendors and the AlwaysOn Vendors may seek payment directly from Client. Each AlwaysOn Vendor is an intended third-party beneficiary of this Agreement and Client will not assert a defense based on lack of privity against such AlwaysOn Vendors.
  3. Other Vendors.
    1. Definition. Amobee may facilitate the provision of other third-party data or services through the Platform, excluding AlwaysOn Vendors. The providers (“Other Vendors”) of such data or services may include fraud prevention, viewability and brand safety vendors. Other Vendors may also include providers of custom audiences, the provider of the AdChoices Icon (the “Icon”), etc.
    2. Unexpected Termination. Amobee reserves the right to terminate its relationship with any Other Vendor at any time, in which case such Other Vendor would no longer be available through the Platform.
    3. No Guarantee. Amobee is not liable for the performance or availability of any Other Vendor.
  4. Fees.
    1. Methodology. Amobee retains an agreed percentage of the Advertiser Invoice, as shown in the Pricing Sheet.
      1. The “Cost of Goods Sold” is the sum of Inventory Cost, AlwaysOn Data cost, Other Vendor costs and Added Value fees.
      2. The “Advertiser Invoice” is the gross monetary amount managed by Client (or by Amobee on behalf of Client) through the Platform. The Advertiser Invoice is the sum of the Cost of Goods Sold, any Client Margin and the DSP Fees.
      3. The “Inventory Cost” is standard campaign fulfillment costs including inventory purchase costs, ad exchange fees, and surcharges for carrying costs, billing management, and reporting system discrepancies.
      4. The “DSP Fees” are a percentage fee charged for Amobee’s benefit. Depending on the Services chosen by Client, the DSP Fee may include one or more of: a technology fee, a managed service fee and an analytics fee, as shown in the Pricing Sheet. Note: DSP Fees are subject to a minimum of $0.00005 per impression to cover Amobee’s operational costs in the case of very cheap inventory.
      5. Added Value” services are optional services provided by Amobee itself through the Platform. For example, Amobee’s own viewability product and Amobee’s bid factor multiplier feature are Added Value services. The prices for Added Value services are shown in the Platform.
      6. The “Client Margin” is any additional amount included by Client in the Platform but not collected by Amobee. For example if Client is an agency and charges the Advertiser Invoice to advertisers, Client would retain the Client Margin.
    2. Invoice Format. Invoices will include the number of impressions and the total billable amount, broken down by advertiser and Campaign. Invoices will be accompanied by a billing report that breaks down Inventory Cost, AlwaysOn Data costs, Other Vendor costs, Added Value fees, DSP Fees and Client Margin (if applicable) at the advertiser, Campaign and package level. A “package” represents one or more line items.
    3. No Sequential Liability from Client. Client is responsible for paying the Fees to Amobee, regardless of whether Client’s own advertisers (if any) have paid Client.
    4. Self-Trafficking. Client may have the ability to use the Platform to: set up, modify or traffic Ad Campaigns; deploy pixels or tracking tags; ingest, manage and analyze data or perform other functions (generally, “Self Trafficking”). Client hereby assumes any and all risk and accepts any and all liability arising out of or in connection with Self Trafficking, or in connection with Amobee’s use of the Platform at the specific direction of Client, including but not limited to the collection of personally identifiable information, data entry errors, budget and tactic selection, and AlwaysOn Data costs and Inventory Costs. Client hereby acknowledges and agrees that Amobee shall bear no liability in connection with Client’s Self-Trafficking or Amobee’s use of the Services at the specific direction of Client.
  5. Consumer Privacy. The parties recognize the importance of consumer privacy.
    1. Personally Identifiable Information. Amobee agrees not to knowingly receive, collect or transmit personally identifiable information (“PII”) in connection with this Agreement. Client agrees not to provide any PII to Amobee; upload PII into the Platform; or collect, process or store PII using the Platform.
    2. Custom Audience. Client may have the ability to upload hashed e-mail addresses or other audience identifiers to the Platform as part of a custom audience product. Client represents and warrants that it will not attempt to target individually identifiable users using such custom audience product. Client further represents and warrants that will not utilize Ad Campaign reporting to attempt to re-identify users.
    3. Icon Placement. Amobee and Client are required to place the Icon on Creatives in connection with many types of Ad Campaigns. Amobee will automatically attempt to place the Icon on Client’s Ad Creatives and charge Client applicable fees for same. If Client instructs Amobee not to place the Icon, (1) Client assumes full and sole liability for the compliance of such Ad Campaign with the Self-Regulatory Programs and (2) Client agrees to fully indemnify, defend and hold Amobee harmless from and against any and all losses, damages, liability, costs and expenses (including reasonable attorneys’ fees) resulting therefrom.
    4. United Kingdom. If Client is based in the United Kingdom, each party shall comply with the Privacy and Electronic Communications (EC Directive) Regulations 2003 and any other applicable laws.
  6. Data Rights.
    1. Client’s Rights.
      1. Client Data. As between Client and Amobee, Client owns all right, title and interest in the Client Data.
      2. User Activity Data. Amobee grants Client a revocable, worldwide, non-exclusive, royalty-free license during the Term to use the User Activity Data relating to a Client Ad Campaign. The license is non-transferable, non-assignable and non-sublicensable.
    2. Amobee’s Rights.
      1. Performing the Services. Client grants Amobee a revocable, worldwide, non-exclusive, royalty-free license during the Term to use, reproduce, distribute, display and store Client Data solely in connection with the Services. Amobee may share Client Data with ad exchanges and vendors to perform the Services.
      2. User Activity Data. As between Client and Amobee, Amobee holds all right, title and interest in the User Activity Data.
      3. Aggregated Data. Client also grants Amobee an irrevocable, worldwide, non-exclusive, royalty-free and perpetual license to use, reproduce, distribute, display, and store Aggregated Data. Amobee may also use data about Client’s usage of the Platform for internal purposes such as operating, maintaining and improving Amobee’s products and services.
    3. Definitions.
      1. Aggregated Data” means Campaign Analytics Data that is combined with comparable data from numerous campaigns of other Clients and precludes identification, directly or indirectly, of Client or any of Client’s advertisers.
      2. Campaign Analytics Data” means reporting from the Platform regarding the performance of Client’s Ad Campaigns which identifies Client or its advertisers. The Campaign Analytics Data is considered to be Client Data.
      3. Client Data” generally means data stored in the Platform by Client. Client Data includes: the Creatives, information about Client’s own advertisers, retargeting pixel data, any information collected by Client outside the Platform and any data licensed by Client from an Other Vendor. Client Data does not include User Activity Data.
      4. User Activity Data” means data regarding end users’ digital activity gathered through or by the Platform as it relates to the Client specifically, including without limitation: IP addresses, websites visited and length of time on a page or website (e.g., interactions, and header information). User Activity Data expressly excludes any PII or any data of end users’ digital activity as it relates to other clients of the Amobee Platform.
    4. Further Restrictions. Client will not create derivative works of the User Activity Data or the AlwaysOn Data; reproduce, distribute or use the User Activity Data or AlwaysOn Data for any purpose other than trafficking campaigns through the Platform; copy, transfer, sell, lease, syndicate, sub-syndicate, lend, or use for co-branding, timesharing, service bureau, arbitrage or other unauthorized purposes the User Activity Data or the AlwaysOn Data or access thereto; or utilize the descriptions of the AlwaysOn Data to assemble similar data or audience segments from an Other Vendor or any third party.
  7. Third-Party Ad Servers. Client will provide Amobee with at least 14 days prior written notice before using any non-Amobee ad server or third-party ad verification service and will be solely responsible for all fees for content served from such ad-servers, whether or not Creatives were served.
  8. Product-Specific Terms.
    1. DSP. Inventory sources have the discretion to accept or reject Creatives and Amobee is not liable for ads not accepted by any inventory source. Amobee will use commercially reasonable efforts to deliver ad impressions to geographic regions specified by Client in its sole discretion. Client acknowledges that geographic targeting is not 100% accurate and therefore Amobee cannot guarantee that ad impressions will be served in the geographic region targeted. Amobee is not responsible for (i) impressions served outside of specified regions, (ii) any unavailability of inventory in geographic regions selected by Client or (iii) discrepancies in reporting resulting from the Client’s use of geolocation techniques or partners not used by Amobee. Either party shall have the right to terminate this Schedule (and if there are no other active Services, the entire Agreement) at its convenience and without any breach by the other party by providing written notice to the other party at least 30 days before the desired termination date, provided that if Client is the terminating party under this clause, any spend commitment in the Pricing Sheet shall become due immediately.
    2. DSP Managed Services. If Client elects to have Campaigns run by Amobee as managed services, the Campaigns will be run pursuant to an insertion order. The insertion order will be on Amobee’s standard form and subject to the acceptance of the parties. Client may change from managed-service to self-service (or vice-versa) by executing a change order request form at least 10 days prior to the end of the month; the change will occur on the first of the month. In the event of conflict between this Agreement and any insertion order, this Agreement will control.
    3. API Usage. If Client directly interfaces with the Platform API (such a client, an “API Client”), Client is not subject to the protections built into the normal Platform user interface. Accordingly, if Client is an API Client, it agrees:
      1. the API Client will not unreasonably burden the API with ad call volume and will honor requests by Amobee to limit the volume of requests;
      2. the API Client is solely responsible for all purchases made through the API, regardless of whether such spend can be attributed to an intended purpose or is within an intended budget;
      3. the API Client may not have access to all of the functionality exposed through the normal Platform user interface (the “UI”), and as a result, no warranty is provided to any line item which was originally created in the UI or which was originally created through the API and subsequently modified through the UI and (in either case) then modified through the API. The API Client is responsible for the spend of such line items regardless of whether the line items performed in the way expected; and
      4. the API Client will use the API through an API-only account created by Amobee. The API Client is responsible, and Amobee is not responsible, for any changes the API Client makes to its account. Such changes (for example to permissions) may restrict or alter the functionality of subsequent API calls.
  9. Explanation of DSP Fees and Services.
    1. Technology Fee. This is the fee to use the Platform. It is charged whether Client elects self service or managed service.
    2. Managed Service Fee. This is an additional fee if Client elects managed service.
    3. Analytics Fee. This is an optional fee for access to pre-existing analytics packs enabling Client to run data-driven analytics and reporting on various topics such as: media planning, audience insights, lift analysis or customer journey. Amobee may provide custom insights as well.
    4. Differences Between Self Service and Managed Service.
      1. Both Include:
        1. Standard data on-boarding
        2. Proactive data strategy guidance
        3. Standard data export
        4. Platform training
        5. E-mail support for technical issues
      2. Self Service Includes:
        1. Limited campaign optimization guidance
        2. Quarterly business reviews
      3. Managed Service Includes:
        1. Ad operations services:
          1. Campaign creation
          2. Creative setup
          3. Bulk loads/editing of targeting parameters
          4. Creative swaps
          5. Package/line item level assignment
          6. Trafficking
          7. Review of KPIs and delivery of reports
        2. Campaign optimization services:
          1. Review of campaign design based on Client’s stated objectives and recommending tactics and any corrective actions
          2. Monitoring campaign performance against Client’s stated objectives, recommending alterations and optimization and (with Client approval) implementing such alterations and optimizations
        3. Account management support for all issues via designated Amobee team members
      4. Self Service Does Not Include:
        1. All-encompassing account management support
        2. Regular ad operations services beyond training period
        3. Optimization services
    5. Tiered Pricing. Client may have been quoted tiered pricing based on the total spend during the Current Period. At the beginning of the Initial Period, Client will be charged at Tier 1 pricing. If Client’s total spend reaches the level to qualify Client for the next tier, the next tier’s pricing will take effect at the beginning of the following month. In any case, Client resets to Tier 1 at the beginning of each Renewal Period.

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