Last Updated: November 1, 2021 | 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, f/k/a the DoubleClick Bid Manager Service (as such term is defined in the Order Form), the Campaign Manager Service f/k/a the DoubleClick Campaign Manager Service (as such term is defined in the Order Form), the Search Ads 360 Service f/k/a the DoubleClick Search 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) the Order Form; (2) the Service Specific Terms; and (3) 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.
   • "Campaign Manager UI” means the Campaign Manager Service user interface.
   • “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.
   • “Group Spend” means the aggregate Spend of the Company Group (as defined in an Order Form).
   • “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” mean 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.
   • If Company’s Order Form for the Display & Video 360 Service includes the Managed Display & Video 360 Service (as defined in the Order Form), during the Term of such Order Form, Company will indicate to Google in advance and in writing (including, if supported, through the Display & Video 360 UI) whether it wishes to manage a particular Ad campaign itself using the Self Service Display & Video 360 Service (as defined in the Order Form) or have Google manage such campaign on Company's behalf using the Managed Display & Video 360 Service. For clarification, (i) Company may not use the Managed Display & Video 360 Service unless approved in advance by Google; and (ii) Google offers the Managed Display & Video 360 Service at its sole discretion.
4. Campaign Manager Service. With respect to the Campaign Manager Service:
   • Company will remove, or cause the Target Properties to remove, all applicable Tags from the Target Properties at the completion of each Ad campaign and upon termination of Company’s access to the Campaign Manager Service subject to an Order Form (it being understood and agreed that, notwithstanding any termination of Company’s access to the Campaign Manager 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.
   • If Company elects to use RFP Module, the following terms will apply:
     1. The proprietary RFP module (the “RFP Module”) is designed to facilitate media planning and buying, including without limitation selection of the Target Properties, management of the request for proposal (“RFP”) process with Target Properties, and generation of Insertion Orders and Media Plans. “Media Plan” means the selection of Target Properties where a campaign will be executed. “Insertion Order” means the written contract which governs the terms of placement on a Target Property. The RFP Module is part of the Campaign Manager Service.
5. Search Ads 360 Service. With respect to the Search Ads 360 Service:
   • Company will remove, or cause the search engine sites to remove, all applicable tracking URLs at the completion of each Ad campaign and 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 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 Service only: Google 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 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 Campaign Manager 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 incorporate 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 Europe, the Middle East, or Africa, Google Ireland Limited will be the entity that provides such Service or, if the relevant Affiliate of Company has been notified in an assignment or similar notice that an Affiliate of Google Ireland Limited will be providing the Services, then such entity will be deemed to be the entity that provides such Services. If Services are provided to an Affiliate of Company that is organized in North America or in another region outside Europe, the Middle East, Africa, Asia, and Oceania, Google LLC will be the entity that provides such Service or, if the relevant Affiliate of Company has been notified in an assignment or similar notice that an Affiliate of Google LLC will be providing the Services, then such entity will be deemed to be the entity that provides such Services. If Services are provided to an Affiliate of Company that is organized in Asia (other than China) or Oceania, Google Asia Pacific Pte. Ltd. or its reseller (i) to Affiliates of Company organized in Australia, Google Australia Pty Ltd, or (ii) to Affiliates of Company organized in New Zealand, Google New Zealand Limited will 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. Notwithstanding the foregoing, if Company or a relevant Affiliate of Company has been notified in an assignment or similar notice that Google LLC or an Affiliate of Google LLC will be providing the Service, then such Google entity will be deemed to be the entity that provides such Service. If there is a conflict between this Section 10(d) and any equivalent clause in the Order Form, this Section will prevail.
    • If an Affiliate of Company that is party to an Advertising Platform Agreement (or another substantially similar agreement) (the “APA”) 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 APA and all order forms (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. Nielsen Digital Ad Ratings Service. If Company opts into the Nielsen Digital Ad Ratings Service via the Display & Video 360 UI, Campaign Manager UI and/or their respective Order Form(s), the terms in this Section will apply:
    • Company hereby authorizes:
      1. Google and the Nielsen Company (US), LLC and/or its Affiliates (collectively, “Nielsen”) to implement Nielsen’s Digital Ad Ratings product (the “DAR Product”) for Company’s online advertising campaign(s) that have been enabled by Company for measurement by the Nielsen Digital Ad Ratings Service;
      2. Google to receive Company’s DAR Product reports (“DAR Reports”) from Nielsen and
      3. Google to use Company’s DAR Reports for purposes of (x) improving and providing the Nielsen Digital Ad Ratings Service in connection with the Services and other advertising products and services of Google LLC and its Affiliates (collectively, “Google Group”); and (y) improving and maintaining the Google Group’s inferred demographic data and demographic targeting.
    • Google reserves the right to limit or suspend Company’s use of the Nielsen Digital Ad Ratings Service hereunder if, as determined by Google, Company uses the Nielsen Digital Ad Ratings Service such that a material percentage of the Nielsen Digital Ad Ratings Service Ad Impressions are associated with entities outside of the country in which Company is organized as listed in the Order Form or as otherwise agreed with Google.
    • Company understands and agrees that the Nielsen Digital Ad Ratings Service may not be available for all campaigns and/or impressions.
    • Company acknowledges and agrees that, as between Company and Nielsen, Nielsen owns:
      1. all DAR Reports; and
      2. all demographic data collected by Nielsen from Nielsen’s panelists, data derived by Nielsen based on the foregoing Nielsen panelist data, demographic data licensed by Nielsen from third parties, any other data or information originating from the DAR Product, and any information that Nielsen collects to provide DAR Reports or to operate the DAR Product.
    • Company may use a DAR Report solely for forecasting, Pacing (as defined below), and reporting purposes. For purposes of the Nielsen Digital Ad Ratings Service, “Pacing” means the use of information about the historic delivery of a campaign against a goal to affect the delivery of future Ad impressions for that particular campaign or other campaign(s).
    • Company may share a DAR Report only with relevant third parties involved in the advertising transaction. For example, if Company is a publisher, Company may only disclose a DAR Report to the advertiser (or the advertiser’s agency on its behalf) that is the subject of the campaign and no other third party.
    • Company will ensure that accurate dates and attribution (i.e., “Nielsen OCR” or “Nielsen DAR” or similar) are included on all permitted disclosures of the DAR Report in its entirety. External uses of a DAR Report in its entirety by Company, such as in mass media, require Nielsen’s prior written (email sufficient) consent before disclosure.
    • Without limiting Company’s obligations under the Agreement or other agreements with Google, if Company is a publisher, Company will ensure that the use of Tags in connection with the Nielsen Digital Ad Ratings Service is disclosed in its privacy policy or other similar user disclosure.
    • Company will not combine a DAR Report and any associated DAR data with any other third party data without Nielsen’s prior written consent. For purposes of clarification, nothing herein will be interpreted to prevent Company from internally comparing the DAR Reports to any other data set and/or sharing such comparison with Google.
    • Company acknowledges and agrees that Nielsen will have the right to directly enforce the terms and conditions of subsections (f)-(i), inclusive, of this Section of these Service Specific Terms governing use of the Nielsen Digital Ad Ratings Service as a third party beneficiary against Company.
    • Google may suspend provision of the Nielsen Digital Ad Ratings Service to Company at any time upon 30 days’ written notice to Company for any reason or no reason.
12. Trafficking Services. If Company elects to use Trafficking Services, the following terms and Additional Fees will apply:
    • Company outsources to Google responsibility for the trafficking of all Ads associated with any or all of its campaigns. The trafficking services consist of (i) uploading Ad content into the Campaign Manager Service; (ii) setting associated trafficking and targeting criteria; and (iii) reasonably cooperating with Company and designated site contacts in connection with issues with respect to the insertion and operation of Tags (collectively, “Trafficking Services”).
    • After Company provides Google with its media plan, trafficking forms, and creative executions, Google will use commercially reasonable efforts to perform those Trafficking Services set forth in clauses a(i) and a(ii) above within the timeframes set forth in Google support’s standard trafficking policies and procedures (as modified from time to time, “Trafficking Policies”), with such timeframes dependent on the size, media type (e.g., jpeg, gif, animated gif, rich media) and complexity of the trafficking worksheet.
    • Any changes to Company’s media plan (e.g., optimizations), trafficking forms, or creative execution will be subject to the trafficking periods for these changes listed in the Trafficking Policies.
    • Google will not be responsible for any delays or errors with implementation of Tags or delays in campaign commencement that result from factors at Target Properties beyond Google’s reasonable control, so long as Google has employed reasonable efforts to facilitate Tag implementation. The Trafficking Services are provided without prejudice to Company’s obligations under the Platform Terms including obligations relating to Target Properties.
    • If any Ad has not been trafficked or implemented correctly on the Campaign Manager Service based on Company’s written instructions, and it is agreed by the parties that Google is responsible for the error, Google will provide Company a refund of any serving fee for the Ad. The refund will be credited to the following month’s invoice and will be Company’s only remedy for the error.
13. Remarketing Service. If Company opts into the Remarketing Service via the Campaign Manager UI and/or the Order Form, 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 an advertising network, advertising exchange or both (as applicable), Company will 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.

Previous Versions

• June 3, 2019
• October 26, 2018