Campaign Manager
Terms & Conditions
These OAO Google Campaign Manager Terms and Conditions (the “Terms”) govern, together with the terms and conditions of the OAO Google Campaign Manager Addendum (the “Addendum”), Company’s use of the Campaign Manager services (the “CM Services”). Capitalized terms used herein and not otherwise defined in these Terms shall have the meanings ascribed to them in the Addendum.
1. Service. The CM Services are being utilized by Company for the purpose of rotating, targeting, delivering, scheduling, managing, and tracking internet advertising on Websites (as defined in the Services Agreement to which the Addendum is attached, executed by OAO and Company (the “Services Agreement”)), video players, e-mail, mobile sites and mobile applications (collectively, the “Sites” and individually, a “Site”).
2. Responsibility for Fees for Services. Company is responsible for all fees for services until Company is no longer serving impressions (any advertisement, content, rich media, image, text link, or the like that is displayed on a Site through use of the CM Services), whether or not the Services Agreement has been terminated. Grey gif, system defaults and broken images served to Sites and backup images that are served will be counted in determining the number of impressions.
4. Company Obligations. All provisions applicable to OAO, other than payment obligations between Google and OAO, as set forth in the Google Platforms Program Policies available at http://support.google.com/platformspolicy, https://support.google.com/campaignmanager, and https://support.google.com/displayvideo/ (collectively, the “Google Terms”) shall apply to Company and Company’s use of the CM Services as provided in the Addendum and these Terms. The Google Terms are incorporated in these Terms by reference herein. Company should read the Google Terms before accepting the Addendum. Company acknowledges and agrees that Google reserves the right to modify and amend the Google Terms from time to time and Company acknowledges its obligation to review the Google Terms periodically for updates.
If Company breaches the obligations set forth in the Addendum or these Terms, then OAO shall have the right to immediately suspend or terminate Company’s use of the CM Services and/or the Monetization Services. If the CM Services are terminated by OAO due to a breach by Company, in addition to any other remedies available to OAO under the Services Agreement or at law or in equity, Company is required to promptly pay (i.e. within thirty (30) days of its receipt of written notice (by email, regular mail or overnight courier) from OAO), any past due monies owed to OAO pursuant to the Services Agreement, and cease use of the CM Services.
5. Confidentiality. The CM Services shall constitute, to the extent applicable, Confidential Information for purposes of the Services Agreement. Company shall not use the Google or Campaign Manager names or logos (or any related names or logos) in general marketing materials relating to the CM Services without the express written approval of OAO and Google.
6. Indemnity. In addition to the indemnities set forth in the Services Agreement, Company shall, at its expense, defend, indemnify and hold harmless OAO and its members, officers, directors, employees and agents (collectively, the “Indemnitees”), against any and all claims, liabilities, damages, costs and expenses (including, but not limited to, settlement costs and reasonable attorneys’; fees) arising out of any claim brought against any one or more of the Indemnitees by any third party arising from any use of the CM Services by Company or its authorized representatives, which use is in violation of the obligations of Company pursuant to the Services Agreement, the Addendum or these Terms, or used in a manner not prescribed in writing by OAO. Company shall pay damages actually awarded or paid in connection therewith, including the reasonable fees and expenses of the attorneys engaged by the Indemnitees for such defense; provided that: (a) OAO shall promptly notify Company of such claim, (b) Company shall have the sole and exclusive authority to defend any such claim, (c) Company is allowed to control any settlement negotiations and solely determine any amount to be paid in settlement of any claim, provided that the Indemnitees’ written consent shall be required prior to any settlement beyond payment of money damages (e.g., admission of liability, promises about restraints on future behavior by Company, etc.) and (d) OAO reasonably cooperates with Company in connection therewith. Notwithstanding the foregoing, the failure by OAO to notify Company will not relieve Company of any liability that Company may have, except to the extent that such failure materially prejudices Company’s legal rights.
7. Termination of Google Campaign Manager. Company understands and acknowledges that any or all of the CM Services may be terminated by Google at any time. Upon receipt of any such notice, OAO will promptly notify Company thereof by email, regular mail or overnight courier.
8. Third Party Use of CM Services. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE ADDENDUM OR THESE TERMS, COMPANY SHALL NOT PERMIT ANY CUSTOMER OF COMPANY OR OTHER THIRD PARTY TO UTILIZE AT ANY TIME THE CM SERVICES PROVIDED BY OAO TO COMPANY PURSUANT TO THE ADDENDUM OR THESE TERMS WITHOUT THE PRIOR WRITTEN CONSENT OF OAO AND THE EXECUTION BY SUCH THIRD PARTY OF AN AGREEMENT WITH OAO RELATING TO THE CM SERVICES. IN THE EVENT OF ANY BREACH OF THIS PROVISION BY COMPANY, COMPANY SHALL BE LIABLE TO OAO FOR ALL COSTS, FEES AND EXPENSES, INCLUDING, WITHOUT LIMITATION, INCIDENTAL, CONSEQUENTIAL AND SPECIAL DAMAGES, LOST PROFITS AND OTHER INDIRECT DAMAGES, INCURRED OR SUFFERED BY OAO AS A RESULT OF SUCH BREACH. ANY BREACH BY COMPANY OF THE PROHIBITION IN THIS SECTION SHALL ALSO BE SUBJECT TO THE INDEMNIFICATION PROVISIONS OF THE ADDENDUM AND THE SERVICES AGREEMENT.
Last Updated: November 21, 2023.