Client Contract
The CLIENT & PROGRAMMATICA LIMITED
The private company with limited liability PROGRAMMATICA LIMITED (8307231), NZBN: 9429050306886, GST #: 135-738-573
Client: Programmatica Clients
THE PARTIES AGREE AS FOLLOWS:
1. Definitions
1.1 Programmatica
Programmatica or entities affiliated with Programmatica Limited where the legal entity with whom the Agreement is concluded shall always be regarded as the contracted party and party to the contract as defined in this Framework Agreement or relevant agreement.
1.2 Master Advertising Agreement
This Master Advertising Agreement and amendments.
1.3 Agreement
The contents of this document are accepted by Programmatica as well as changes confirmed in writing by Programmatica to the Client, the agreements regarding the services to be rendered by Programmatica herein are accepted by the Client.
1.4 Written
A statement made in writing or by e-mail made between the client and Programmatica.
1.5 Client
The Client is PROGRAMMATICA CLIENTS. Deemed as a Client once a Programmatica Limited invoice has been settled in full.
2. Applicability
2.1 This Framework Agreement shall apply to all Agreements and other transactions (legal or otherwise) between the Client and Programmatica, even if this or these should not lead to or be in connection with an Agreement.
2.2 Amendments to this Framework Agreement shall become binding after notification thereof by Programmatica and as long as the Client has not objected within thirty calendar days.
2.3 Deviations from this Framework Agreement shall only be valid if Programmatica has expressly agreed in writing.
2.4 The content of this Framework Agreement as well as the Agreements shall take precedence over any other agreements existing with the Client or terms and conditions used by the Client.
3. Status documentation
3.1 A quote by Programmatica shall be free of obligation.
3.2 The Client is bound to the complete content of an order confirmation.
3.3 The Client shall ensure that persons it engages for the execution of an Agreement are adequately authorised and acknowledges that they are authorised to represent it upon commencement of Agreements.
4. Termination and cancellation
Either party may terminate this Agreement by providing 30 calendar days written notice to the other party. Upon termination, the Client shall pay Programmatica for all services rendered up to the date of termination. The Term of this agreement shall begin on the Effective Date, will continue for a one (1) year period, and will automatically renew for additional one (1) year terms until amended in writing or terminated.
A party can terminate an Agreement without notice of default and with immediate effect in part or in whole if the other party is granted a moratorium on payments — whether provisional or not — or if the other party files for bankruptcy or if the business of the other party is liquidated or terminated except in the case of reconstruction or merger of companies. Programmatica shall never be bound to pay any restitution of money already received or any damages as a consequence of said termination. In the event of bankruptcy of the Client, the right to use software made available to the Client shall end by operation of law.
5. Payment terms and conditions
The Client is obligated to pay the compensations specified in the Agreements, denominated in New Zealand dollars (NZD) and inclusive of Goods and Service Tax (GST) as a separate line item.
The client (NZ) Limited agrees to the following payment terms: payment to Programmatica Limited will be on or before the 20th of the following calendar month of the invoice issued; Late Payment Terms: unless agreed otherwise in writing at least 1 calendar month prior to a billing cycle, payment to Programmatica Limited must be settled within 28 calendar days from the invoice date, or no later than the 28th of the subsequent calendar month of the invoice date; overdue payments: delayed beyond 30 days (from the date of your invoice issue date) or after the 28th of the following month, may be subject to a 0.3% daily interest charge on the total unpaid balance, Programmatica may engage third parties for debt collection if payments are not settled within 54 days from the date of your original invoice issue date and the Client is responsible for related fees and costs.
Client payments are allocated firstly to the longest outstanding invoices, then to any interest owed, and finally to costs for late payment. In the event of bankruptcy, liquidation, or a moratorium on payments, invoices and claims become immediately due.
Under circumstances where a change in payment risk or the interests of Programmatica justify such measures, the Client shall, upon the initial request and in consultation with Programmatica, furnish advance payments or further security for payments, up to the maximum amount of the prior month's fees. Non-compliance grants Programmatica the authority to immediately suspend or terminate the Agreement.
The Client consents to Programmatica's discretion to conduct credit checks at any time and may be required to provide a deposit or adhere to an established credit limit. Programmatica commits to providing 10 days' notice of any changes to the credit limit. Immediate suspension of platform and services may occur in the event of overdue payments.
6. Programmatica Media Agency & Support Fees
Programmatica Fees
All additional fees shown as line item on invoices. Standard markup fee of 15% applies. Additional costs outlined below for services above and beyond the usual media buying program (such as bespoke Out Of Home deal) may be subject to additional fees.
Platform Support Fee: 15% Of Media Spend
Setup Fee
DV360 Set Up:
$1,990
Display, Native, Rich-Media, Audio, Digital-Video & YouTube formats:
Standard no additional cost
C-TV Historic Costs & Estimates:
TVNZ Database Match = ~$75CPM-$85 (15 Seconds) to ~$129.60CPM (60 Seconds)
Three = ~$70.72CPM - $80 (15 Seconds) to ~$96.24CPM (30 Seconds)
YouTube C-TV = $18.91CPM
Open Inventory C-TV = $14.50CPM
Digital Out Of Home (Bespoke Campaign)
Subject To Ad Hoc Agreement with Lumo/JCDecaux/MediaWorks Etc
Direct Deals With Publishers (Bespoke Campaigns: UFRs / PGs etc)
Subject To Ad Hoc Agreement with TradeMe, RealEstate, Etc
Database-Only C-TV (Incl AWS Glue/Clean Rooms)
15% + $7CPM
CM360 / Search Set Up:
$1,190
Floodlights (Additional Floodlights above and beyond usual setup may be charged as follows)
Free for new clients or $500 per set of additional 20
Other Services
First-5 Template Campaigns
$0
0%
$0
First Customisable Dashboard
$0
Audience iQ Report (TV) / Campaign
$0
Performance Dashboard Creation (non-API)
$545/Dashboard
Master Exclusion List Creation Apps & URLs
$350
Additional Template Campaigns
$350/Campaign, $150/IO, $50/Line-Item
Additional Floodlights
$100/Floodlight
Additional Advanced Integration
Ad Hoc
There will be a maximum of 10 advertisers per Client account unless agreed in writing. If additional advertisers are required, there may be an additional set-up fee of $150 per advertiser. The first 3 rows of Additional Services at $0 only apply once per account, not per brand. Audience iQ report subject to a minimum database size of 2,000 addresses and may only be redeemed once per brand per quarter with a spend exceeding $1,500 throughout the quarter, additional uses of this service will be charged at $350/report.
Fees for services that can be completed wholly by the client will not be charged in such instances. Upon such time as the Client facilitates “PGs”, “UFRs” and “Database-Targeted C-TV” campaigns or activities independently of Programmatica team support and or platform intervention, the fees described for such services will no longer be charged. Such agreement is to be made in writing by the Client or Programmatica and agreed upon by Programmatica.
Example Media Costs for indicative purposes only
Example Media Costs (Targeted)
Publisher Cost Incl Google’s Fees
(Average Historical CPM)
Programmatica Platform Support Fee
Total Cost
DV360
Display | Stuff/NZME
$2.91
15%
$3.20
Native | Stuff/NZME
$4.04
$4.44
Video | Stuff/NZME
$2.73
$3.00
Display | TradeMe
$2.56
$2.82
Native | TradeMe
$2.71
$2.98
Video | TradeMe
$1.92
$2.11
C-TV | TVNZ (15 Seconds Pre-Roll)
$65.00
$71.50
C-TV | Three (15 Seconds Pre-Roll)
$62.00
$68.20
Database-Only C-TV | TVNZ (15 Seconds Pre-Roll)
$65.00
15% + $7CPM
$72.00
YouTube PreRoll
$12.81
15%
$14.09
Rich Media RON
$3.11
$3.42
Audio | Spotify
$7.35
$8.09
Digital DOOH | Lumo
$22.00
$24.20
Display & Video | Run Of Exchange w. Demo/GEO/Affinity/Intent Targeting
$1.55
$1.71
Costs-estimates above are estimates only, based on Programmatica historical average costs across multiple clients in different sectors with varying levels of targeting and creative asset types applied. The costs are dependent on Publisher fees, Publisher “floor prices” and Google fees, plus Programmatica markup. Publisher costs can change over time. PGs/UFRs, and any other private deals or custom deals may have a different cost which will be agreed prior to campaign publication. In addition, different creative sizes may have a different cost, for example with TVNZ, the longer the creative duration the higher their media fees, with at the date of this contract, a $104CPM average historically for 60 second pre-roll inventory. Another example would be Half-Page display units compared with MREC’s, where depending on the publisher, Half-Pages may have a cost +50% higher or more than MRECs - the above averages are based on a variety of ad unit sizes where “Display” is stated including Half-Pages.
7. Standard Google fees:
The following Standard Google Fees, for DV360, CM360 & SA360, stated below are INCLUDED within your costs, within your Google advertising platforms, this is the fee that Google charges inherently within their platforms to any user of these platforms, they are applicable with or without Programmatica’s services on any Google Advertising account - for example Google Ads (formerly Google Search) including GDN (Google Display Network), charge as standard a 15% data, audience & media services fee across accounts. If not trafficking through CM360, or SA360, the CM360 and SA360 costs are not applicable to you. DV360 provides the ability to reduce this standard Google fee structure with the following annual total media expenditure amounts:
Display & Video 360 (DV360)
$0 - $500,000
15%
$500,001- $1,000,000
14%
$1,000,001 - $2,500,000
13%
$2,500,0001 -
11%
Search Ads 360 (SA360)
$0- $500,000
2.5%
$500,001- $1,000,000
1.5%
$1,000,001 - $4,000,000
1%
$4,000,0001 -
0.7%
The spend tier is invoiced after the month and calculated based on the previous month's spend level.
Campaign Manager 360 Trafficking (CM360):
Impressions
CPM Rate
0 - 100mm
$0.07 CPM
100mm-250mm
$0.064 CPM
250mm-500mm
$0.054 CPM
500mm-1,000m
$0.043 CPM
1,000m+
$0.0369 CPM
Clicks
CPC Rate
per click
$0.012 CPC
Campaign Manager 360 Trafficking Rich Media:
Type
CPM Rate
Any ad containing video
$1.15 CPM
Floating/Pop/Expanding
$0.39 CPM
In-Page (standard creative)
$0.15 CPM
In-Stream
$0.45 CPM
8. Services and Obligations
(a) Programmatica will:
(i) provide Services to Client,
(ii) respond to Ad trafficking requests from Client and technical issues,
(iii) provide Client with access to and assist with Campaign level reporting from the Platform, and at Client's request and for additional agreed upon fees, provide event-level data or archived reporting Data,
(iv) provide Client access to Programmatica's & or Google’s standard web-based training and support,
(v) use internet Ad serving industry-standard security measures in connection with its provision of Services,
(vi) notify Client of any breach of Programmatica security resulting in unauthorized access to the Data, promptly after Programmatica becomes aware of such breach, and
(vii) provide transition services at the termination of this agreement as requested by Client at Programmatica's then-current rates.
(b) Programmatica represents and warrants that:
(i) it is duly organized, validly existing, and in good standing under the laws of New Zealand,
(ii) it has all necessary rights and authority to enter into this agreement and to perform its obligations hereunder.
(c) Client will:
(i) be responsible for the use of the Platforms and Services and use Services in accordance with the Technical Standards and only as permitted in this agreement,
(ii) be responsible for the Ads, including their content and ensuring that all Ads comply with the Content Standards, and applicable laws, rules, regulations, and ad industry guidelines,
(iii) obtain and provide Programmatica with all necessary rights, licenses, consents, and authorizations necessary to enable Programmatica to store and deliver Ads via the Platforms and Services, to purchase Ad inventory on Client's (or its Client's) behalf and to take such other actions as contemplated in this agreement, and
(iv) cooperate with Programmatica to integrate with its advertising or its agency's systems as mutually agreed, for example, to enable Services to use Client's (or its Client's) proprietary data.
(d) Client represents and warrants that:
(i) it is duly organized, validly existing, and in good standing under the laws of the state of its incorporation,
(ii) the Ads, Campaigns, and other promotional or marketing activities undertaken by Client using the Platforms and/or Services will not be deceptive, misleading, obscene, defamatory, or illegal, and will not infringe, misappropriate or violate any intellectual property or other rights of any third party,
(iii) it has all necessary rights and authority to enter into this agreement and to perform its obligations hereunder; and
(iv) if Client is using the Platforms or Services on behalf of a Client, Client is authorized to act on behalf of such Client(s).
(e) Client acknowledges that the selection of certain products used in the provision of the Services may require Client to agree to additional terms or product requirements ("Additional Terms"). Additional Terms will be available with the relevant elected products and services, and those Additional Terms become part of Client's agreement with Programmatica.
9. Measurement of costs
The consequences of interruption of measurement systems caused by the influence of the Client shall be at the expense of the Client. In that case, the Monthly fees shall be calculated based on measurement results to be reasonably estimated, partly in view of previous or expected measurement results by Programmatica.
The Client is not entitled to offset any claims against Programmatica or to exercise any right of suspension whether or not by virtue of a complaint unless those claims have been irrevocably set out by law.
10. Work Varying from what was agreed and change
If, at the request of the Client or at its own request with prior approval of the Client, Programmatica has performed work or other services that fall outside of the content or scope of the Agreement, this work or these services shall be compensated by the Client according to the customary rates of Programmatica. Programmatica shall never be obligated to fill such a request and Programmatica can demand that a separate written Agreement is concluded for this.
To the extent that a fixed price has been agreed upon for the service, Programmatica shall notify the Client in advance in writing about the financial consequences of the additional work and will not begin to incur these charges without written approval from the client
11. Execution
Programmatica will perform the Agreement to the best of its ability and with proper insight. Programmatica cannot guarantee that the work it performs will ever cause the result desired by the Client to be achieved.
Programmatica is not obligated to perform an Agreement if this could entail an infringement of existing or subsequent regulations or third-party rights.
If the Client is making use of a Programmatica license to buy media themselves, i.e. via DV360, CM360 or SA360: the Client is fully responsible for the execution and the financial consequences.
12. Completion
If a period for completion or delivery of certain activities has been agreed upon in the Agreement, this shall always be an indicative period and never a binding deadline.
13. Data; Ownership.
(a) As between Client and Programmatica, Client will own all Data and the Data will be Confidential Information of Client, governed by the below. Notwithstanding the foregoing, Programmatica may use and disclose the Data:
(i) in aggregate and anonymized form, which will not include information that identifies or would reasonably be expected to identify Client or any of its Clients or Target Sites of its Clients, and
(ii) to provide the Services and perform its other obligations and enforce its rights under this agreement.
(b) As between the Parties:
(i) Programmatica will own all rights, title, and interest in and to the Programmatica Platform, all software databases and technologies related thereto, any enhancements, modifications thereto, derivative works relating thereto.
(ii) Client will own all rights, title, and interest in and to the Ads
14. Confidentiality
The Client is bound to confidentiality on the part of the Client and persons it engages regarding all information received, including but not limited to technology, software and applications, working processes, business models and identity of engaged third parties. Programmatica is also bound to confidentiality regarding all information received including but not limited to working processes, business models and strategies, and identities of the Client's partners/clients.
The Client is exclusively entitled to use information received as part of the Agreement for the performance of an Agreement.
15. Intellectual property
Information provided by the Client shall be treated and stored carefully by Programmatica. The Client agrees to storage of this information by Programmatica with third parties. Programmatica will advise the Client of the third-party data storage companies used and will advise the client immediately if any breaches of data security have occurred.
Programmatica is entitled to use the name and logo of the Client and its customers as a reference upon request, on its customer list and other marketing material.
16. Privacy, Export; Prohibited Acts
Programmatica and the Client will each perform their obligations and exercise their rights under this Agreement in compliance with all applicable privacy and export laws, rules, regulations and applicable Internet advertising industry guidelines.
The Client represents and warrants that all personal data it collects, stores, transmits or otherwise deals with in connection with use of Platform or Services has been collected and will be stored, transmitted and otherwise dealt with in accordance any legislation, statutory instruments or other enforceable codes and guidelines regulating the collection, use and/or disclosure of personal data, including the Privacy Act 1993, the Unsolicited Electronic Messages Act 2007.
Client will ensure that a visitor to the Company (or Client) Site which is the subject of the Ads, as well as any Visitor who clicks on any Ad, is provided with clear and comprehensive information about, and consents to, the storing and accessing of Cookies, Tags or other information on the visitor's device where such activity occurs in connection with the Platforms and Services, and the use of the data collected as contemplated by this Agreement.
(a) Company will not, and will not assist or knowingly permit any third party to:
(i) provide or make available to Programmatica or any Platform provider, information that could be recognized as PII.
(ii) misappropriate any part of the Platform or Service or modify, disassemble, decompile, reverse engineer, copy, reproduce or create derivative works from or in respect of the Platforms and/or Services or any part thereof;
(iii) damage or tamper with any part of the Platforms and/or Service;
(iv) breach any security measure for the Platforms and/or Service;
(v) provide any Ad that contravenes the Consumer Guarantees Act 1993 or the Fair Trading Act 1986.
(vi) provide any Ad that when viewed or clicked on by a Visitor(s), causes such Visitor(s)'s device to download any software application. Programmatica may take remedial action if any Ads violate the Content Standards or other requirements of this Agreement (including rejecting Ads, removing non-conforming Ads from the Platform and Service, and immediately suspending access to the Platforms), however Programmatica has no obligation to review any Ads for accuracy or potential liability.
17. Liability
The liability of Programmatica for attributable non-performance of the Agreement shall only arise in any case if the Client gives Programmatica immediate and proper written notice of default providing a reasonable period for remediation of the non-performance during which Programmatica can comply with its obligations after all or can supply a reasonable replacement service that does justice to the Agreement
The condition for the origination of any right to damages is always that the Client notifies Programmatica of the damage in writing as quickly as possible after it originates.
The Client shall indemnify Programmatica against all third-party claims by virtue of infringement by Client or infringement that can be attributed to the Client in respect of applicable regulations or rights or conditions of third parties including penal or civil provisions, regulations or any obligation which serves to protect privacy and intellectual property rights.
The provisions in this article also apply for the benefit of all (legal) entities which Programmatica uses for the performance of the Agreement.
Programmatica shall never be liable for actions or noncompliance of the Client itself, a third party, Affiliate or end user it engages.
18. Force majeure
Programmatica shall not be obligated to comply with any obligation if it is impeded from doing so as a consequence of force majeure. Force majeure shall be understood to include the improper compliance of obligations by sub-suppliers as well as faultiness of goods, materials, software of third parties.
If a force majeure situation has lasted longer than thirty days, the parties are entitled to terminate the Agreement by written cancellation. In that case the settlement will be based on the duration of the activities performed up to that point and the parties shall not owe each other anything else.
19. Fee Provision
Notwithstanding any provision to the contrary herein contained, it is agreed that Programmatica reserves the right to adjust, amend, or modify the fee structure stipulated herein, at its sole discretion, based on the prevailing workload exigencies, the inherent value attributed to the services rendered by third party service providers or services rendered by the party itself, and the qualitative assessment of the deliverables provided under this Agreement. Such fee adjustments shall be deemed concomitant with the provision of services that exceed the standard scope delineated herein or that are necessitated by engagements with third party publishers engaging with DV360, custom and bespoke arrangements, unforeseen complexities or enhanced value delivered to the Client. Programmatica shall exercise this right judiciously and in good faith, reflective of the bespoke nature of the services rendered. Such bespoke arrangements are not limited to but may involve Programmatic Guaranteed private deals (PGs), Uniform Fixed Rate deals (UFRs) or other such arrangements with external publishers, data providers or other advertising technology service providers engaging with DV360 or Programmatica. While Programmatica endeavors to provide advance notice to the Client regarding such fee adjustments or fees, it is under no obligation to disclose the specific calculus, fee structure or rationale underpinning such fees and or fee modifications to those described herein from any third-party services providers, or services rendered by the party itself, provided that such adjustments are reasonable, justifiable, and commensurate with the services or value provided. This includes but is not limited to Out-Of-Home programmatic private guaranteed deals, bespoke guaranteed connected-TV deals, and any other custom services rendered requiring additional technological integration or workloads by either Programmatica and third-party providers required.
20. Transfer
Programmatica is entitled to transfer the rights and obligations under this Framework Agreement or an Agreement. Transfer by the Client of obligations under an Agreement shall be permitted in all cases only insofar as the Client also accepts liability for the payment obligations under the relevant agreement.
21. Liability Limitation
Programmatica's liability under this Agreement shall be limited to the total amount paid by the Client to Programmatica under this Agreement. In no event shall Programmatica be liable for any indirect, incidental, special, or consequential damages, or damages for lost profits, revenue, data or use, incurred by the Client or any third party, whether in an action in contract or tort, even if Programmatica has been advised of the possibility of such damages.
22. Dispute Resolution
Any disputes arising out of this Agreement shall be resolved through arbitration in accordance with the rules of NZ Marketing Association, before a single arbitrator. The decision of the arbitrator shall be final and binding on both parties.
23. Amendments
Any amendments or modifications to this Agreement must be in writing and signed by both parties.
24. Entire Agreement
This Agreement constitutes the entire agreement between Programmatica and the Client and supersedes all prior agreements, proposals, and communications, both written and oral, related to the subject matter hereof.
Agreement Required
For Programmatica Limited (Director) For PROGRAMMATICA CLIENTS
By settling a Programmatica Limited invoice you agree to the terms and conditions stipulated within this client contract.
Appendix 1:
Programmatica Ad Policies and Guidelines
Content Guidelines
Client may not misrepresent its relationship with Programmatica or Google, including:
Ads must not contain strobing, flashing backgrounds, or otherwise distracting elements.
Ads that autoplay video with audio or autoplay audio are prohibited.
Ads that open a popup window or surveys, or ads that spawn popups or surveys, are prohibited.
Neither ads nor the pages that display them may contain content that is illegal, promotes illegal activity, or infringes on the legal rights of others. In the event that Google or Programmatica receives a complaint, it reserves the right to disclose Client's identity to that complainant.
Google and Programmatica reserve the right to reject or pause any Ad in their sole discretion for any or no reason, including but not limited to failure to meet exchange guidelines.
Promotional Guidelines
A. Promotion of the following goods, services, and related websites are prohibited:
● Escort services, prostitution, or other adult sexual services.
● Drugs, drug paraphernalia, or aids to pass drug tests.
● Websites that promote hacking by providing instructions or equipment to illegally access or tamper with software, servers, cell phones, or websites.
● Tobacco or tobacco-related products (including cigarettes, cigars, tobacco pipes, rolling papers, electronic cigarettes, and e-cigarette cartridges).
● Gambling, sports betting, and online casino games (including gambling-related promotional products, gambling-related tutoring and educational materials, gambling-related software, and gambling-related information such as tips, odds, handicapping, and sports picks).
● Weapons or devices designed to cause serious harm or injury, including guns, gun parts or hardware, ammunition, bombs, knives, throwing stars, and brass knuckles.
● Websites infected with malware, or the sale of malicious software.
● Websites that use phishing techniques (i.e., attempt to obtain users' personal information by disguising their website to look like another website).
● Websites that exploit online advertising systems for financial gain, distribute spam to large audiences or violate Google's Webmaster Guidelines.
B. Interest-Based Advertising Policy
Client must not use Display & Video 360 or Campaign Manager to select or target advertisements:
● Based on past or current activity by users on adult or gambling sites, government agency sites, or sites directed at children under the age of 13 years; or
● Based on other inferred or actual information generally accepted as "sensitive" pursuant to internet advertising industry guidelines (e.g., the self-regulatory principles/code of conduct of the . Network Advertising Initiative, the Interactive Advertising Bureau, and the Digital Advertising Alliance) or policies or applicable laws.
C. If Client uses Display & Video 360 or Campaign Manager for interest-based advertising:
● Client must have all rights necessary to use audience data such as cookie lists.
● No audience segment or list should comprise fewer than 100 end users.
● Client must attach notices to advertisements to make clear that they are interest-based (e.g., by using an "Ad Choices" icon).
● Client must disclose clearly any data collection and use on any site, app, email publication, or other property that facilitates interest-based advertising.
● Client must comply with applicable internet advertising industry guidelines (e.g., the . Self-Regulatory Principles for Online Behavioral Advertising of the Digital Advertising . Alliance, or IAB Europe's EU Framework for Online Behavioral Advertising).
D. Client acting as an Agency
● Client may not engage in unclear, deceptive, or harassing sales practices, including:
● Not spending a Customer's media budget in the agreed upon media, or deceptively diverting spend destined for Display & Video 360 to other media channels.
● Misrepresenting Media Cost, Data Cost, or other costs or fees incurred through the use of Display & Video 360.
● Purposefully not using Google features that were agreed to with a Customer; and
● Harassing advertisers to use Client's services by, for example, cold calling potential advertisers repeatedly, not respecting an advertiser's marketing or email opt-out preferences, or putting undue pressure on them to sign up or remain with Client.
● Claiming to be contacting advertisers on behalf of Programmatica or Google.
● Claiming to be Programmatica or Google.
● Claiming that Programmatica or Google gives Client a discount or special pricing where this is not true; or
● Claiming that Programmatica or Google gives Client access to special ad positions where this is not true.
E. Identifying Users
Client must not pass any information to Google
● That Google could use or recognise as personally identifiable information; or
That permanently identifies a particular device (such as a mobile phone's unique device identifier).
● Client must not use Display & Video 360 or Campaign Manager to facilitate the merging of personally identifiable information with information previously collected as non-personally identifiable information without robust notice to and the user's prior affirmative (i.e., opt-in) consent to, that merger.
F. Location Data
● If in connection with Display & Video 360 or Campaign Manager Client collects, processes, or discloses information that identifies or can be used to infer an end user's precise geographic location, such as GPS, WIFI or cell tower data:
● Client must obtain express (i.e. opt-in) consent from end users.
● All applicable privacy policies must disclose such information collection, processing, or disclosure; and Client will only send such information to Google using the HTTPS communications protocol.
G. Other Policies
● Client will honor the Google Platforms Program Policies available at http://support.google.com/platformspolicy .
● Client cannot collect site data from Display & Video 360 and subsequently purchase that audience on Display & Video 360 or outside of Display & Video 360. The use of deep packet inspection ("packet sniffing") in conjunction with targeting on Display & Video 360 is prohibited.
Appendix 2:
Further Definitions.
(a) "Ad" or "Media" or "Media Spend" means advertising content purchased or sold through any Platform.
(b) "Campaign" means a series of advertising or promotional messages that share a single idea and theme which make up an integrated marketing communication.
(c) "Client" means an advertiser, network publisher or other third party, if any, on whose behalf Client utilizes a Platform or Service.
(d) "Confidential Information" means information disclosed by one Party ("Disclosing Party") to the other Party ("Recipient Party") under this Agreement that is marked as confidential, is PII, or that would normally be considered confidential (e.g., business plans or optimization processes), as well as the terms of this Agreement itself, and may include confidential information of a third party provided to a Disclosing Party in connection with the Platforms or Services; however, Confidential Information does not include information that the Recipient Party already knew through lawful means, becomes generally available to the public through no fault of the Recipient Party, or was independently developed by the Recipient Party without reference to the Disclosing Party's Confidential Information.
(e) "Content Standards" means the specifications, policies, and other requirements with respect to the content of Ads in Programmatica Ad Policies and Guidelines, which may be changed with a 30-day notice to Client.
(f) "Cookie" means a text file that is set on a computer when the computer communicates with a server and is recovered by that server.
(g) "Data" means the data resulting from Client's use of the Platforms and Services.
(h) "Data Protection Laws" means any applicable local, national, or international laws, rules, and regulations governing privacy, data protection, or the processing of Personal Data, including but not limited to the EU Directive 95/46/EC, as transposed into the local laws of each Member State and as amended, replaced, or superseded from time to time, including (on and after May 25, 2018) by the GDPR and laws implementing or supplementing the GDPR.
(i) "Effective Date" means the last date on which both Parties have executed this Agreement.
(j) "GDPR" means EU General Data Protection Regulation 2016/679.
(k) "Programmatica Platform" means Programmatica's proprietary system and tools operated by Programmatica that assist with the use of Platforms.
(l) "Party" means each of Programmatica and Client; and "Parties" means Programmatica and Client, collectively.
(m) "PII" means information that can be used to identify, contact, or locate a natural person, including, without limitation, a natural person's name, email address, national identity number, and telephone number.
(n) "Platform" means the platform products selected by Client i.e. DV360, CM360, SA360 referred to Point 6.
(o) "Standard Google Fee" means all of the charges associated with the usage of the Platforms as set forth in Point 6.
(p) "Programmatica Platform Support Fee" means the types and levels of service and support as selected by Client in Point 7.
(q) "Site" means a website or mobile web page.
(r) "Subcontractor" means, with respect to a Party, a subcontractor, consultant, third-party service provider or agent engaged by such party (or a Client of such party) in connection with its use or provision of Services.
(s) "Tag" means code (e.g., HTML) or a web beacon (e.g., pixel tag, clear GIF) that requests the delivery of an Ad or tracks an Ad impression or click.
(t) "Target Sites" means Sites on which an Ad is served.
(u) "Technical Standards" means the specifications and operational requirements of the Platform, including all applicable laws, regulations, or any judicial or administrative orders, which may be changed with a 30-day notice to Client.
(v) "Visitor" means a visitor to a Target Site or search engine Site, as applicable.
(w) "Third-Party Data" means data owned by a third party that Client is licensed or otherwise has rights to use in connection with the Services.
(x) "Third-Party Platform" means any advertising or marketing platform provided by a third party that Programmatica integrates with its Services.
(y) "Third-Party Services" means services provided by a third party that are integrated with or used in connection with the Services.
(z) "Usage Data" means data collected by Programmatica related to the Client's use of the Services, including, without limitation, data related to the performance of Ads, the Sites on which Ads are served, and the manner in which Visitors interact with those Ads.
(aa) "User Interface" means the online portal provided by Programmatica through which the Client may manage certain aspects of its use of the Services.
(ab) "Virus" means any device or thing (including any software, code, file, or program) which may prevent, impair, or otherwise adversely affect the operation of any computer software, hardware, or network, any telecommunications service, equipment, or network or any other service or device; prevent, impair, or otherwise adversely affect access to or the operation of any program or data, including the reliability of any program or data (whether by re-arranging, altering, or erasing the program or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses, and other similar things or devices.
(ac) "Web Services" means the services provided by Programmatica that allow for the delivery and management of digital advertising campaigns.
(ad) "Widget" means any graphical user interface (GUI) that allows the Client to interact with the Platform or Services.
Appendix 3:
A. Campaign Trafficking Service Levels Information
Programmatica will endeavor to respond to Client's normal trafficking requests within 1 business day from receipt of communication. Requests from Client must be made via email to support@Programmatica.com (or such other email address of which Programmatica may give notice).
B. Google Marketing Platform
Programmatica will use commercially reasonable efforts to ensure that the user interface for the Google Service is available for Client's use at least 99% of the time calculated on a calendar monthly basis, it being understood that "down" time will exclude time (i) required for routine system maintenance (it being understood that Programmatica will notify Client at least 2 business days prior to any such routine maintenance) and/or (ii) resulting from technical malfunctions in the systems of Client or of any third party, or any other circumstances beyond Programmatica's reasonable control (including, without limitation, internet delays, network congestion, and internet service provider malfunctions).
Programmatica will use commercially reasonable efforts to ensure that the Campaign Manager Service processes Ad requests at least 99% of the time, calculated on a calendar monthly basis as measured by Google from the data center used by Google to serve Ads on Client's behalf, it being understood that "down" time will exclude time (calculated as the difference between 100% of the time in a calendar month and the actual percentage of time during that month that Ad requests are processed) resulting from technical malfunctions in the Target Site(s) systems, or any other circumstances beyond Programmatica's reasonable control (including, without limitation, internet delays, network congestion, and internet service provider malfunctions).
