Last Updated: April 1, 2025 | Previous Versions

Google Marketing Platform Advertising Products - Service Specific Terms

By entering into an Order Form for the Google Marketing Platform Advertising Services described in such Order Form (including the Display & Video 360 Service (as such term is defined in the Order Form), the Campaign Manager 360 Service (as such term is defined in the Order Form), the Search Ads 360 Service (as such term is defined in the Order Form), collectively the “Google Marketing Platform Advertising Services”), Company agrees to the following additional terms for the Google Marketing Platform Advertising Services (the “Service Specific Terms”). Capitalized terms that are undefined in these Service Specific Terms have the meanings set forth in the Google Platform Services Terms and Conditions (the “Platform Terms”) or the applicable Order Form. To the extent there is any conflict or inconsistency between an Order Form, these Service Specific Terms, and the Platform Terms, the following order of precedence will apply in respect of the Google Marketing Platform Advertising Services: (1) any additional terms accepted within the user interface for the Services; (2) the Order Form with the exception of any exhibits; (3) the Service Specific Terms; and (4) the Platform Terms.

  1. Service Specific Definitions.
    • “Ad Specifications” means the features of an Ad that determine its compatibility with the criteria set by a Media Provider with respect to particular Media.
    • “Data Provider” means a provider of Third-Party Data. Subject to Company’s limited right to use Third-Party Data under an Order Form, each Data Provider will retain all proprietary rights in and to its respective Third-Party Data.
    • “Display & Video 360 UI” means the Display & Video 360 Service user interface.
    • “Exchange Spend” means the sum of the cost of all purchased Media offered via: (i) open or private auctions (i.e., multiple bidders for non-reserved Media); (ii) preferred deals (i.e., first-look options and other non-guaranteed deals); and (iii) any other deal type supported in the Display & Video 360 Service which does not qualify for Non-Exchange Spend.
    • “Media” means online advertising inventory made available for purchase to Company via the Display & Video 360 Service.
    • “Media Provider” means an advertising exchange, network, web publisher, or other provider of Media.
    • “Non-Exchange Spend” means the sum of the cost of all purchased Media: (i) offered via API integrations; (ii) utilizing TrueView functionality and/or other YouTube formats; (iii) offered via guaranteed or reserved deals; and (iv) trafficked via third-party Tags.
    • “Spend” means the sum of Company’s Exchange Spend and Non-Exchange Spend as reported by the Display & Video 360 Service.
    • “Third-Party Data” means the cookie-level information of a third party that is made available to Company via the Display & Video 360 Service to target its purchases of Media.
    • “Third-Party Fees” means the sum of the cost of all Media, Third-Party Data, and any other third-party services which Company utilizes via the Display & Video 360 Service.
  2. License Grant. Upon Company’s execution of an Order Form and acceptance of these Service Specific Terms, Google grants to Company the non-exclusive right to access and use the Google Marketing Platform Advertising Services subject to the Order Form and all terms incorporated therein.
  3. Display & Video 360 Service. With respect to the Display & Video 360 Service:
    • Company hereby represents, warrants, and covenants that:
      1. each of its Ad Specifications and other information entered into the Display & Video 360 Service are true and correct in all material respects; and
      2. it will not, and will not assist or knowingly permit any third party to analyze, decompile, track, or otherwise determine the source or location of any Third-Party Data.
  4. Campaign Manager 360 Service. With respect to the Campaign Manager 360 Service:
    • Company will remove, or cause the Target Properties to remove, (i) all applicable Tags relating to Ads from the Target Properties at the completion of each Ad campaign; and (ii) all applicable Tags upon termination of Company’s access to the Campaign Manager 360 Service under an Order Form (it being understood and agreed that, notwithstanding any termination of Company’s access to the Campaign Manager 360 Service, Company will be liable for all use of Tags until they are removed from the Target Properties).
    • Use of dynamic Floodlight may include without limitation the redirecting of requests from a user’s browser to entities other than Google, Company, the applicable Client, or the owner or operator of the Target Property. In order for a privacy policy to comply with the Platform Terms, it must cover the collection of data through those redirects.
  5. Search Ads 360 Service. With respect to the Search Ads 360 Service:
    • Company will remove, or cause the search engine sites to remove, (i) all applicable tracking URLs and Tags relating to Ads at the completion of each Ad campaign; and (ii) all applicable Tags upon the termination of Company’s access to the Search Ads 360 Service (it being understood and agreed that, notwithstanding any termination of Company’s access to the Search Ads 360 Service, Company will be liable for all use of tracking URLs and Tags until they are removed from the search engine sites).
  6. Google Marketing Platform Advertising Services. With respect to each of the Google Marketing Platform Advertising Services:
    • Google may restrict, in whole or in part, the use of Tags on Company’s behalf in consent-based email publications if Google receives “spam” complaints about any of those email publications; provided that Google will notify Company promptly following each such restriction.
    • Company will not, directly or indirectly, allow any third party, other than Affiliate Customers or Subcontractors that Company engages to use the Service(s) as contemplated hereunder, to access or have information about the user interface of any Service(s).
  7. Confidentiality. Notwithstanding Section 7 (Confidentiality) of the Platform Terms and Section 8 (Data) below:
    • With respect to the Display & Video 360 Service, Google may share Company’s Spend data and Company’s identity (and the identity of any Clients that purchase Media or utilize Third-Party Data) with applicable Media Providers and Data Providers solely for reporting and billing purposes.
    • Subject to Section 8 (Data) below, Data is Confidential Information of Company.
  8. Data.
    • As between Company and Google, Company will own all Data; provided that Google may use and disclose such Data solely:
      1. as aggregate Service statistics, which will not include personally identifiable information or information that identifies or would reasonably be expected to identify Company or any of its Clients or Target Properties;
      2. to provide the Services and enforce its rights under this Agreement (it being understood and agreed that Company’s non-aggregated data will not be used or disclosed to any third party by Google (except as otherwise expressly permitted by the Agreement) without Company’s written consent); and
      3. if and as required by court order, law, or governmental or regulatory agency (after, if permitted, giving reasonable notice to Company and using commercially reasonable efforts to provide Company with the opportunity to seek a protective order or the equivalent (at Company’s expense)).
    • Google’s retrieval and/or provision to Company of event-level data or archived reporting data derived from Company’s use of Services may result in additional fees based on storage and service costs.
  9. Service Level Agreement.
    • For the Display & Video 360 Service only: Google will use commercially reasonable efforts to ensure that the Display & Video 360 UI is available for Company’s use at least 99% of the time calculated on a calendar monthly basis, it being understood that Display & Video 360 UI “down” time will exclude time (i) required for routine system maintenance (it being understood that Google will notify Company at least 2 business days prior to any such routine maintenance); and/or (ii) resulting from technical malfunctions in the systems of Company or of any Media Provider or Data Provider, or any other circumstances beyond Google’s reasonable control (including, without limitation, Internet delays, network congestion, and ISP malfunctions). In the event that unscheduled down time exceeds 1% in any 3 consecutive months or in any 4 months in any 12 consecutive month period (each, a “Display & Video 360 UI Downtime Period”), Company will have the one-time right to terminate its contract for the Display & Video 360 Service upon 30 days’ prior written notice to Google, subject to such notice being received by Google within 30 days of the end of the Display & Video 360 UI Downtime Period. The remedy set forth in this paragraph is Company’s sole remedy for any and all unavailability of the Display & Video 360 UI.
    • For the Campaign Manager 360 Service only: Google will use commercially reasonable efforts to ensure that the Campaign Manager 360 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 Company’s behalf, it being understood that Ad Delivery Service “down” time (calculated as the difference between 100% of time in a calendar month and the actual percentage of time during that month that Ad requests are processed) will exclude time resulting from technical malfunctions in the Target Properties’ systems, or any other circumstances beyond Google’s reasonable control (including, without limitation, Internet delays, network congestion, and ISP malfunctions). Notwithstanding anything to the contrary in the Platform Terms, these Service Specific Terms, or the Order Form, in the event that down time exceeds 1% in any month during the Term, Company will receive a reduction in fees, credited to the next month’s invoice, calculated by multiplying (i) the Average Impressions Per Hour; by (ii) the down time (rounded to the nearest hour); and by (iii) the effective CPM rate charged by Google for Ads served by Google during that month. The “Average Impressions Per Hour” is determined by dividing the total number of Ads served in the previous month by the total number of hours in that month. The remedy set forth above in this paragraph is Company’s sole remedy for any and all unavailability of the Campaign Manager Service.
  10. Affiliates.
    • Company’s Affiliates may receive Services under the Agreement (i) by entering into an Affiliate Adopting Agreement (as defined below); or (ii) if Company uses the Services on behalf of its Affiliates (each an “Affiliate Customer”).
    • An Affiliate may adopt the terms of an Order Form (which incorporates the Platform Terms and these terms by reference) by entering into an Affiliate Adopting Agreement. If an Affiliate enters into an Affiliate Adopting Agreement to this Agreement, Company will provide a copy of this Agreement (including the applicable Order Form) to such Affiliate. “Affiliate Adopting Agreement” means a written agreement that incorporates the Agreement by reference and is entered into by Google (or an Affiliate of Google) and an Affiliate of Company, creating a direct relationship between them. Notwithstanding anything to the contrary in the Platform Terms (and subject to credit approval by Google), each Company Affiliate party to an Affiliate Adopting Agreement shall be subject to Google’s standard payment terms by country as displayed in the user interface for the relevant Google Marketing Platform Advertising Service.
    • If Company uses the Services on behalf of an Affiliate Customer, Company will be liable for the acts and omissions of each such Affiliate Customer in connection with Services provided under the Agreement (to the extent any such acts or omissions, if performed by Company, would be a breach of, or otherwise give rise to liability under, the Agreement) and Company will pay directly to Google all Service Fees and other costs for the Services incurred by such Affiliate Customer.
    • If Services are provided to an Affiliate of Company that is organized in any of the territories below, the listed Google Affiliate will be the entity that provides such Service or, if the relevant Company Affiliate has been notified in an assignment or similar notice that another Google Affiliate will provide the Services, then such other Google Affiliate will be deemed to be the entity that provides such Services. Services will not be provided to or utilized by any Affiliate of Company that is organized in China unless such Affiliate enters into an Affiliate Adopting Agreement or other agreement with the applicable Google Affiliate. If there is a conflict between this Section 10(d) and any equivalent clause in the Order Form, this Section will prevail. Company will notify in writing any AAA Affiliates incorporated in Brazil or Mexico of any subsequent renewals of or changes, edits, amendments or modifications of any kind to this Agreement.
      1. Europe, the Middle East, or Africa: Google Ireland Limited
      2. North America or in another region outside Europe, the Middle East, Africa, Asia, and Oceania: Google LLC
      3. Asia (other than China) or Oceania: Google Asia Pacific Pte. Ltd.
      4. Australia: Google Australia Pty Ltd
      5. New Zealand: Google New Zealand Limited
      6. Japan: Google Japan G.K.
    • If an Affiliate of Company that is party to an Order Form for the Google Marketing Platform Advertising Services with Google subsequently enters into an Affiliate Adopting Agreement to this Agreement, then, as of the “Adopting Effective Date” of that Affiliate Adopting Agreement, this Agreement will supersede that Affiliate’s Order Form (or another substantially similar agreement), schedules, and statements of work to it (as applicable) with respect only to the Google Marketing Platform Advertising Services (individually and/or collectively, as applicable).
  11. Jurisdiction-Specific Surcharges. In addition to the fees set out in the Order Form, the Service Fees may include additional operating fees, jurisdiction specific fees, surcharges, levies, or any other similar fees or costs, as determined by Google, based on the territory in which Ads are directed to End Users.
  12. Remarketing Service. If Company elects to use remarketing functionality in Campaign Manager 360 or Display & Video 360 (the “Remarketing Service”), the terms in this Section will apply:
    • The following capitalized terms used in this Section have the following meanings: “Identifiers” means, collectively, identifiers (e.g., cookies, mobile advertising IDs (such as AdID or IDFA), and/or PPIDs). “PPID” means an identifier that is unique to an End User, provided by Company and/or a third party to Google LLC and its Affiliates as part of an Ad request. “Remarketing Sites” means, collectively, the web sites, consent-based email publications, applications, or other properties from which Compiled Lists (as defined below) will be compiled. “Target Sites” means, collectively, the web sites to which Company uses the Remarketing Service to select and target Ads on the basis of Company’s User Lists (as defined below).
    • Company will advise in writing each Remarketing Site and Target Site that each such site is required to contain a privacy policy that (i) discloses (x) the usage of third-party technology; and (y) the data collection and usage resulting from the Remarketing Service; and (ii) complies with all applicable laws, rules, and regulations. To the extent a Remarketing Site or Target Site may be included in a third party advertising network, advertising exchange, or both (as applicable), Company may advise in writing the network owner, exchange owner, or both (as applicable) rather than that Remarketing Site or Target Site.
    • Notwithstanding anything to the contrary in these Service Specific Terms or the Platform Terms, Company will advise in writing each Remarketing Site that is a consent-based email publication that each such Remarketing Site (i.e., consent-based email publication) is required to contain a conspicuous link to a privacy policy that (i) discloses (x) the usage of third-party technology; and (y) the data collection and usage resulting from the Remarketing Service; and (ii) complies with all applicable laws, rules, and regulations.
    • Company will select the Remarketing Sites on which Tags will be served under this Section.
    • Company will direct Google to compile on Company’s behalf lists of Identifiers based on the various criteria Company has selected (those lists, “Compiled Lists”). Company may also provide Google with other lists of Identifiers that were either (i) compiled by Company (or a third party on Company’s behalf) based on various criteria selected by Company; or (ii) compiled by a third party and provided to Company (provided that each of the web sites, consent-based email publications or other properties from which those Identifiers were compiled properly discloses the data collection and other uses described in this Section and complies with the privacy provisions of this Section and the Platform Terms) (those lists, “Provided Lists”, and together with Compiled Lists, “User Lists”). A User List can also consist of a combination of a Compiled List(s) (or any portion thereof) and/or a Provided List(s) (or any portion thereof).
    • Google may require Company to remove or deactivate Tags that are not utilized by Company for active Compiled Lists within 10 days following written request from Google.
    • Notwithstanding anything to the contrary in these Service Specific Terms or the Platform Terms, Company’s indemnification obligations to Google under this Section arising out of the breach of a privacy policy provision of this Section or the Platform Terms, to the extent those indemnification obligations relate to a violation(s) of Section 5 of the Federal Trade Commission Act (or the corresponding section(s) of any successor statute), will not be subject to any limitation of liability.
    • Google may suspend the Remarketing Service if Company breaches any of those privacy policy provisions.
    • Company may terminate any User List at any time, for any reason.
    • Each party may suspend or stop using the Remarketing Service at any time upon notice to the other party of its reasonable determination that, due to a change in law, regulation, or policy, the Remarketing Service may no longer be provided to Company or the Compiled Lists may no longer be compiled on Company’s behalf or used by Company or its Clients. Upon such suspension or notice, Company will cease all use of Tags on, and will remove and/or cause to be removed all Tags from, each of the Remarketing Sites (it being understood and agreed that, notwithstanding the foregoing, Company will be liable for all use of Tags until they are removed from the Remarketing Sites).
    • If Company exceeds fifty million (50,000,000) Identifiers on all User Lists, Google may reduce the size of and/or inactivate (i.e., cease the compilation of Identifiers) any one or more User Lists so that the total number of Identifiers on all User Lists is such maximum size or is less than that maximum size.

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