Master Service Terms

Schedule C – Buying of Social Publisher Inventory

Last Updated: June 28, 2021

The following terms and conditions apply to the Services specifically with respect to buying of Social Publisher (as defined herein) advertising inventory (the “Social Services”):

1. 1. Client can elect either self-service or managed-service on a campaign-by-campaign basis.
      1. “Self Service” means Client will be responsible for setting-up its campaign and targeting parameters into the Platform in addition to monitoring and executing any necessary optimizations to the Social Services Ad Campaigns. Client will be provided access to account management and support queues to assist with questions surrounding the Platform functionality. Specifically, support is available for: account management; notification of platform releases; and issues pertaining to the platform, navigation, features, reporting, accessibility or errors. Support is not provided for: campaign strategy, setup or delivery, optimization or reporting requests.
      2. “Managed Service” means Amobee provides the services listed below under “Description of Managed Services.”
   2. “Media Fees” means the media cost for Social Services Ad Campaigns. Media Fees will include any fee for third-party data that is payable by Client to the Social Publisher. The “Social Publisher” is Facebook, Instagram, Twitter, Snapchat, Pinterest and any future publishers added by Amobee.
      1. For Self Service Ad Campaigns, Media Fees are payable by Client directly to the respective Social Publisher.
      2. For Managed Service Ad Campaigns, Media Fees will be invoiced by Amobee. Note: If Amobee links its line of credit to Client’s Social Publisher account, then the entirety of spend under that account is subject to the Managed Service Fee.
   3. The Self Service Fee (defined on the Pricing Sheet, if applicable) is a markup of Media Fees applicable to Self Service campaigns. The Managed Service Fee (defined on the Pricing Sheet, if applicable) is a markup of Media Fees applicable to Managed Service campaigns. The Self Service Fee and the Managed Service Fee will be invoiced by Amobee.
   4. One hour of teleconference-based training is included at no charge.
   5. Client may have been quoted tiered pricing based on the total spend during the Current Period. If so:
      1. at the beginning of the Initial Period, Client will be charged at Tier 1 pricing;
      2. 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; and
      3. in any case, Client resets to Tier 1 at the beginning of each Renewal Period.
   6. Client’s use of the Platform for Social Services is limited to the sources of advertising inventory made available by the respective Social Publisher. Client agrees to abide by the terms of service with each respective Social Publisher, as applicable, and to indemnify hold harmless and defend Amobee and its Affiliates, and any member, director, officer, employee or agent thereof, against all Liabilities asserted by any third party where such Liabilities arise out of or result from Client’s breach of such terms of service.
   7. Client may use audience segments (“Social Data”) made available by Amobee for Client’s activation with a Social Publisher. Client represents and warrants in connection with its use of the Social Data that it (i) will abide by the terms of service of each respective Social Platform, (ii) shall only use the Social Data in geographic regions permitted by Amobee, and (iii) shall not violate any applicable law, rule, regulation, privacy policy, or third-party privacy or intellectual property right in any material respect. Amobee shall invoice Client for the price of any Social Data utilized by Client (the “Social Data Fees”); such price will either be stated on the Pricing Sheet, stated on a rate card or confirmed on a campaign-by-campaign basis.
   8. For Self Service Ad Campaigns:
      1. Amobee is subject to rate limits on the usage of the Social Publisher’s API by Amobee and its clients, including Client. Client shall not use or abuse the Social Services with a high volume of requests causing degradation in service to Amobee or other clients of Amobee. Conversely, Client shall not hold Amobee responsible for any degradation of service caused by the use or abuse of the Social Services by other clients of Amobee.
   9. For Managed Service Ad Campaigns:
      1. Client will enter into insertion orders pursuant to IAB Standard Terms and Conditions Version 3.0
   10. Client acknowledges that the Social Publisher will not provide support or technical assistance to Client with respect to the Social Services.
   11. Client will have access to Social Services reports through the Platform. These Social Services reports are based entirely on data provided by the Social Publisher. Client agrees that Amobee is not responsible for the accuracy or usefulness of these reports.
   12. Amobee hereby grants to Client the non-exclusive, non-transferable, non-sublicensable right and license for ten (10) login credentials during the term hereof to access and use the Platform solely for the purpose of planning, selecting, trafficking, uploading, optimizing and reporting Ad Campaigns or gaining insights through brand intelligence in accordance with the terms and conditions hereof.
   13. Amobee may use and disclose data derived from Client’s use of the Social Services without Client’s prior consent (a) on an aggregated basis, provided that such use or disclosure does not permit a third party to associate any particular data with Client; or (b) if required by court order, law, or governmental agency.
   14. AMOBEE MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE SOCIAL PUBLISHER SERVICES OR INVENTORY OR AVAILABILITY THEREOF. Client understands that Amobee shall not monitor Social Publisher inventory for appropriate content and makes no representations with respect to content associated therewith.
   15. Description of Social Services Managed Services
       1. Amobee will provide services with respect to the purchase, management and execution of advertising media and other client approved media placements for campaigns reflecting the Client product portfolio as follows.
          

          Service	Service Description
          Strategic Development	Amobee will work with Client to develop social strategy on Facebook, Instagram, Twitter, Pinterest and Snapchat for campaign launches.
          Targeting	Amobee will collaborate with Client to develop comprehensive audience targeting for each managed campaign.
          Media Buying	Amobee will ensure that the most efficient media-buying rate is provided for Client.
          Delivery and Planning	Amobee will have a delivery team to bid, manage, monitor and optimize managed campaigns on an ongoing basis.
          Analytics	Amobee will provide weekly and as-needed basis reporting to Client outlining insights, recommended optimizations and any recommended changes to strategy. Additionally Client may have full access to a customizable dashboard as needed, which can be utilized for Facebook, Instagram, Twitter, Pinterest and Snapchat campaigns.

       2. Digital Media Planning and Buying
          1. Deploy Amobee’s tools, processes and talent throughout the digital media planning and buying process
          2. Utilize targeting, consumer insight, competitive insight, media trends and usage data as available to inform buys
          3. Provide insight and informed recommendations for media strategies and tactical plans, identify opportunities and contribute to building Client’s brands and business
          4. KPIs: Quantitative KPIs for improvements in effectiveness based on better planning
       3. Media Buying and Commercial Responsibility
          1. Provide projections (audience delivery, impressions, etc. based on media type)
          2. As appropriate, develop buying options with competitive benchmarks
          3. Monitor placements for engagement and quality of delivery.
          4. Supply of media vendor contacts and specs to Client for copy/layout delivery
          5. KPIs: Optimizing vertical audience targets, Successful delivery against buying and quality guidelines
       4. Media Buying
          1. Target audience profile development using all available industry, Amobee proprietary, syndicated and Client-provided data
          2. Target audience media habits and consumption analysis with implications for planning
          3. Detailed media channel identification and selection and recommendation on effective budget allocation by media
          4. Scheduling, flighting and weight level recommendations
          5. Analysis of program/day part/title/section/position options
          6. Deliver any necessary plan revisions due to budget fluctuations or strategic shifts and incremental funds and recommendations
          7. Monthly spend reporting which can be accessed by Client as necessary
          8. Evaluate and present potential opportunities as they arise and incorporate as appropriate
          9. Ongoing collaboration with partner agencies throughout the planning and implementation process (where applicable)
          10. Budgeting analysis and recommendation
          11. Incorporate campaign learnings to inform future campaign development
       5. Client Service
          1. Day to day management for clients across all advertised brands
          2. Implementation of relevant Amobee research and tools to drive efficiencies and learnings for Client
          3. Provide roll-up view of local plans to clients on a quarterly basis (Provide access to affiliate information on an as needed basis)
          4. Share learnings across markets and business groups and into the global Amobee team.
          5. Attendance at briefings, planning meetings, ideation days and status meetings
          6. Swift resolution of any service issues within the region
          7. Attendance and active contribution to key client meetings
          8. Ensure all plans and buying strategies receive written client approval before being implemented
       6. Analytics
          1. Support Client’s internal analytics and measurement systems by keeping spend and performance-tracking spreadsheets up to date and developing benchmarks and monitoring current performance against targets.
          2. Keep internal managers informed on performance during campaign flights via high-level reporting on progress towards targets at a weekly cadence
          3. Provide post-hoc insight into campaign performance by reviewing wrap reports produced by Client’s internal analytics team and providing feedback.
          4. Be available to provide spend and fee data on an ad-hoc basis for accounting and financial reporting purposes.
          5. Provide reporting and support for Client’s social media accounts
          6. Post-analysis of campaign media activity for brand campaigns provided after campaign ends
          7. Optimization and trend analysis to be provided on a quarterly basis