Google Ad Manager
Terms & Conditions
These OAO Google Ad Manager Terms and Conditions (the “Terms”) govern, together with the terms and conditions of the OAO Google Ad Manager Addendum (the “Addendum”), Company’s use of the Ad Manager services (the “AM 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 AM Services are being utilized by Company for the purpose of rotating, targeting, delivering, scheduling, managing, and tracking internet advertising on Company’s 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”)Use of the AM Services requires that Company have the ability to use the AM Services for the purpose of managing multiple monetization sources of Company’s online display advertising inventory (the “Monetization Services”). Company can either have the Monetization Services provided via a mapped individual network account provided through OAO, or a linked account provided through OAO or another service provider. If the Monetization Services are provided by OAO to Company through a linked account, Company may be required to adopt an additional addendum to Company’s Services Agreement.
If Company elects to use Google’s Open Bidding (formerly Exchange Bidding) program (the “OB Service”), which is an available feature of the Monetization Services, for the sale of Company’s Ad inventory on Company’s Sites and Company is not required to adopt an additional addendum as provided above or Company is not already utilizing an additional addendum with respect thereto, Company understands and acknowledges that use of the OB Service is subject to the OAO OB Terms and Conditions available at https://www.adops.com/oao-ob (the “OAO OB Terms”). The OAO OB Terms are incorporated in these Terms by reference herein. Company acknowledges and agrees that OAO reserves the right to modify and amend the OAO OB Terms from time to time and Company acknowledges its obligation to review the OAO OB Terms periodically for updates.
2. File Size. The maximum file size which can be uploaded using the AM Services for AM Advanced Video Ads is 512MB.
3. 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 AM 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 by the RM service (if utilized by Company) 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 Platform Services Terms and Conditions available at https://www.google.com/intl/en_us/doubleclick/platform/terms.html and the AM Service Specific Terms available at https://www.google.com/intl/en_us/doubleclick/publishers/dfpadx/terms.html (collectively, the “Google Terms”) shall apply to Company and Company’s use of the AM 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 AM Services and/or the Monetization Services. If the AM 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 must promptly remove all AM and/or Monetization tagging and coding from Sites which utilize the AM Services and/or Monetization Services.
If Company wishes to use an identifier that is unique to an end user (a “Publisher Provided Identifier” or “PPID”), provided by Company or a third party provider to Google as part of an ad request, Company shall submit a request to OAO and OAO will submit such request to Google for approval. COMPANY SHALL NOT USE ANY PPID UNLESS AND UNTIL OAO SHALL HAVE NOTIFIED COMPANY IN WRITING THAT GOOGLE HAS CONSENTED TO SUCH USE, WHICH CONSENT MUST BE GRANTED ON A PER AM NETWORK BASIS. Additional requirements may be imposed by Google in connection with any use of a PPID. Company will be notified of such additional requirements in the event Google approves Company’s request.
5. Confidentiality. The AM Services (including the Monetization Services) shall constitute, to the extent applicable, Confidential Information for purposes of the Services Agreement. Company shall not use the Google or Ad Manager names or logos (or any related names or logos) in general marketing materials relating to the AM 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 AM 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. Assignment. OAO retains the right to assign the right to provide the AM Services directly to Google without Company’s consent. In the event that OAO is unable to provide any or all of the AM Services to Company at any time during the term of the Services Agreement, for any reason whatsoever, including, without limitation, the bankruptcy or discontinuance of business of OAO, and Google elects not to assume the terms of the Addendum and these Terms, then Company will, if Google requests, enter into Google’s standard agreement with respect to the applicable AM Services for a period of no less than the balance of the term of the Services Agreement, the pricing for which will be negotiated by Google and Company at the time of such transition.
8. Termination of Google Ad Manager. Company understands and acknowledges that any or all of the AM Services may be terminated by Google at any time upon reasonable prior written notice to OAO. Upon receipt of any such notice, OAO will promptly notify Company thereof by email, regular mail or overnight courier.
9. Payments. Payments to Company by OAO for Monetization Services will be issued on a monthly basis approximately ten (10) business days after OAO receives payment from Google, unless otherwise specified in the Services Agreement (including any other addendum or exhibit thereto). In the event Company owes OAO any fees for AM Services provided hereunder or any amounts under the Addendum or Services Agreement, OAO shall be entitled to offset payments due Company for Monetization Services against such fees and other amounts as may be due OAO. Company acknowledges and understands that Google’s compensation for Monetization Services may be updated by Google from time to time and OAO will notify Company in such event.
10. Third Party Use of AM Services and/or Monetization 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 AM SERVICES (INCLUDING THE MONETIZATION 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 AM 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 13, 2019.