Terms & Conditions

1 Definitions in this Agreement:

1.1 "Ad" means an individual advertisement provided through the Services.

1.2 "Ad Revenues" means, for any period during the Term and for each AdX transaction type, the sum of the AdX Transaction Prices in that period. Ad Revenues do not include Client-Managed Revenues.

1.3 "Ad Set" means a set of one or more Ads.

1.4 "AdX" or "Services" means Google DoubleClick AdX service and includes any successor service.

1.5 "AdX Guidelines" means the guidelines applicable to AdX and located at the following URL: https://www.google.com/doubleclick/adxseller/guidelines.html (or a different URL Google may provide to Company from time to time).

1.6 "AdX Transaction Price" means, in any AdX transaction, the final price for the provision of the Ad.

1.7 "Affiliate" means any entity that directly or indirectly controls, is controlled by or is under common control with a party.

1.8 "Brand Features" means trade names, trade and service marks, logos and other distinctive brand features or the applicable party.

1.9 "Client" means Company.

1.10 "Client-Managed Accounts" means Company's accounts with Client-Managed Buyers that are related to AdX.

1.11 "Client-Managed Buyer" means a purchaser of advertising inventory on the Sites from whom the Company
  (i) is responsible for collection of payment and with whom Company
  (ii) has a separate contractual relationship, as indicated by Company through the AdX user interface (including, if applicable, Google acting as purchaser, for example via an AdSense service).

1.12 "Client-Managed Revenues" means, for any period during the Term, the total amount payable to Company by Client-Managed Buyers for the sale of advertising inventory on the Sites, as calculated by Google from data retrieved from Client-Managed Accounts in that period.

1.13 "Company Content" means any content served to End Users that is not provided by Google.

1.14 "Company Partner" means for Sites participating in AdX,
  (i) the owner (if not Company) of those Sites,
  (ii) the third party co-branding the Sites with Company, or
  (iii) the third party for whom Company is white labeling the Sites.

1.15 "Confidential Information" means information disclosed by (or on behalf of) one party (or an Affiliate) to the other party under this Agreement that is marked as confidential or would normally be considered confidential under the circumstances in which it is presented. It does not include information that the recipient already knew, that becomes public through no fault of the recipient, that was independently developed by the recipient, or that was lawfully given to the recipient by a third party.

1.16 "End Users" means individual human end users of a Site.

1.17 "Intellectual Property Rights" means all copyrights, moral rights, patent rights, trade and service marks, design right, rights in or relating to databases, rights in or relating to Confidential Information, rights in relation to domain names and any other intellectual property or similar rights (registered or unregistered) throughout the world.

1.18 "Results" means Ad Sets or Ads.

1.19 "Results Page" means any Site page that contains any Results.

1.20 "Request" means a request from Company to Google for an Ad Set.

1.21 "Site(s)" means the web site(s) or other property(ies) registered with Google in writing or through the AdX user interface, together with the additional property(ies) registered with Google from time to time under subsection 5.3(a) of the Agreement.

1.22 "Term" means the period commencing on the Effective Date and continuing until terminated in accordance with this Agreement.

1.23 "Year" means a period of one calendar year starting on the Effective Date or the relevant anniversary of the Effective Date (as appropriate). The words "include" and "including" as used in the Agreement will not limit the generality of any words preceding them. References to any statute or other legislative enactment include references to that statute or legislative enactments as amended or re-enacted from time to time.

2 Implementation and Maintenance of Services.

2.1 For the remainder of the Term, Google will make available through iAdx and Company may implement and maintain the Services on each of the Sites. For purposes of clarity, Company may not implement the Services on a property that is not a Site.

2.2 Company will ensure that Company, or Company Partner:
  (a) is the technical and editorial decision maker in relation to each page, including Results Pages, on which the Services are implemented; and
  (b) has control over the way in which the Services are implemented on each of those pages.

2.3 Company will ensure that the Services are implemented and maintained in accordance with: (a) the AdX Guidelines; and (b) Google technical protocols (if any) and any other technical requirements and specifications applicable to the Services that are provided to Company by Google from time to time.

2.4 Google will, upon receiving a Request sent in compliance with this Agreement, provide an Ad Set when available. Company will then display the Ad Set on the applicable Site.

2.5 Company will ensure that at all times during the applicable Term, Company or Company Partner:
  (a) has a clearly labeled and easily accessible privacy policy in place relating to the Site(s); and
  (b) provides the End User with clear and comprehensive information about cookies and other information stored or accessed on the End User's device in connection with the Services, including information about End Users' options for cookie management.

2.6 Company will take reasonable steps to ensure that an End User gives consent to the storing and accessing of cookies and other information on the End User's device in connection with the Services where such consent is required by law.

2.7 In each case solely for the purpose of providing AdX, Company authorises Google to access, manage, retrieve data from, and analyse data from:
  (a) Client-Managed Accounts (including by automated means); and
  (b) Company's AdX account.