Master Service Terms

Schedule G – Amobee TV (Non-Linear)

Last Updated: December 26, 2018

The following terms apply to the Services, specifically with respect to Amobee’s non-linear advanced television (“Non-Linear ATV”):

  1. The Services.
    1. ATV DSP. The Non-Linear ATV demand-side platform (the “ATV DSP”) offers Client the ability to plan, execute, traffic and deliver Ad Campaigns on inventory and licensed data and collect and analyze data, all through the Platform. The ATV 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 ATV DSP, according to parameters outlined in an insertion order. The insertion order will be subject to IAB Standard Terms and Conditions Version 3.0 subject to exceptions set forth herein. A managed service client may have full login access, read-only login access or no login access, as stated on the Pricing Sheet.
    2. Inventory Management. The “Inventory Management” functionality offers Client insights and analysis of its own inventory (“Client Inventory”), optimization of the use of Client Inventory, and integration services to permit access to Client Inventory in the Platform.
    3. Data Management. The “Data Management” functionality allows Client to onboard Client Data from a third-party DMP or collect data from an Amobee retargeting pixel.
    4. Inventory Marketplace. The “Inventory Marketplace” offers Client the ability to package Client Inventory based on granular targeting attributes, including Client Data and Amobee Data, and to sell such Client Inventory to buyers, subject to Data Vendor terms and conditions. Conversely, Client can purchase inventory from other sellers through the Inventory Marketplace.
  2. Amobee Data.
    1. Data Licensing. Amobee may make available data (“Amobee Data”) through the Platform at prices (which may be built into a total per-impression cost rather than broken out separately) and terms shown through the Platform. The Amobee Data may be licensed from a third-party provider (the “Data Vendor”).
    2. Unexpected Termination. Amobee reserves the right to terminate its relationship with any Data Vendor at any time, in which case the data from such Data Vendor would no longer be available through the Platform.
    3. Managed Services Licensing. In the case where Amobee delivers Ad Campaigns on a managed service basis, Amobee may utilize Amobee 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 Amobee Data according to such instructions. Amobee will make reasonable efforts to inform Client of the Amobee Data it utilizes on behalf of Client, and Client will be able to log into the Platform and see which Amobee Data is utilized.
    4. Advanced Payment. In some cases Amobee may incur out of pocket cost at the commencement of a campaign. In the event such campaign is terminated early, such cost will be due in full from Client. These costs will be specifically identified on the campaign’s insertion order.
  3. Other Vendors.
    1. Definition. Amobee may facilitate the provision of other third-party data or services through the Platform, excluding Data Vendors. The providers (“Other Vendors”) of such data or services may include campaign measurement, 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 charges the ATV DSP Fees, the Inventory Management Fee, the Data Management Fee and the Marketplace Fee.
      1. The “Campaign Expenses” are the sum of Media Cost, Amobee Data cost, Other Vendor costs and Added Value fees.
      2. The “Media Cost” is standard campaign fulfillment costs including inventory purchase costs, ad exchange fees, and surcharges for carrying costs, billing management, and reporting system discrepancies. Client acknowledges that Amobee may enter into revenue sharing or flexible pricing arrangements with inventory providers.
      3. Added Value” services are optional services provided by Amobee itself through the Platform. The prices for Added Value services are shown in the Platform.
      4. The “ATV DSP Fees” are a surcharge of the Campaign Expenses multiplied by a specified percentage. Depending on the Services chosen by Client, the ATV DSP Fees may include a Technology Fee and a Managed Service Fee, as shown in the Pricing Sheet.
      5. The “Inventory Management Fee” is a fee charged if Client elects Inventory Management services. This fee is listed in the Pricing Sheet, if applicable.
      6. The “Data Management Fee” is a fee charged if Client elects Data Management services. This fee is listed in the Pricing Sheet, if applicable.
      7. The “Marketplace Fee” is a fee charged if Client elects to sell inventory through the Inventory marketplace, calculated as the greater of (a) 15% of the aggregate Clearing Price for all Client Inventory sold through the Inventory Marketplace in a calendar month or (b) $0.001 multiplied by the number of impressions of Client Inventory sold in a calendar month. Client will also be charged for any Amobee Data used to build segments for sale at the rates shown in the Platform.
    2. 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.
    3. 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 Amobee Data costs and Media Cost. 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 (or through a third-party vendor) 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. 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. Client Data may expire and be deleted if not updated by Client for 30 days. Amobee may also delete Client Data if it is not used for activating Ad Campaigns for three consecutive months.
      4. User Activity Data” means data regarding end users’ digital activity gathered through or by the Platform as it relates to 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 Amobee Data; reproduce, distribute or use the User Activity Data or Amobee 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 Amobee Data or access thereto; or utilize the descriptions of the Amobee 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. ATV 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 Client’s use of geolocation techniques or partners not used by Amobee.
    2. ATV 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. Inventory Management. Client represents and warrants that the Client Inventory complies with the Self Regulatory Programs and that none of the Client Inventory is a “web site or online service directed to children” as defined by the Federal Trade Commission.
    4. Inventory Marketplace.
      1. Seller’s Claims and Liability. If selling Client Inventory, Client acknowledges that Amobee is not responsible for any aspect of Creatives, pixels or tags placed on the Client Inventory by the buyer of such Inventory and agrees that Client will assert any claims directly against such buyer. Client agrees to indemnify Amobee and its Affiliates, and any member, director, officer, employee or agent thereof, against all Liabilities asserted by such buyer or any third party for claims related to Client Inventory sold through the Inventory Marketplace.
      2. Buyer’s Claims and Liability. If buying inventory from a seller, Client acknowledges that Amobee is not responsible for any aspect of the bought inventory and agrees that Client will assert any claims directly against the seller of such inventory. Client agrees to indemnify Amobee and its Affiliates, and any member, director, officer, employee or agent thereof, against all Liabilities asserted by such seller or any third party for claims related to inventory purchased by Client through the Inventory Marketplace.
      3. Mechanics. The inventory may be sold through a match-sale or through an auction. If the inventory is sold through an auction, the participant who wins the auction and, therefore, buys the inventory will be determined by Amobee using an auction mechanism that takes into consideration the bids submitted, Platform optimization and any reserve price set by the seller. In any case, the price charged the buyer (the “Clearing Price”) will not be greater than the buyer’s own bid or less than any reserve price set by the seller.
  9. Explanation of ATV 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. 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

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