Master Service Terms

Schedule B – Data Management Platform and Datamine

Last Updated: June 28, 2021

The following terms apply to the Services, specifically with respect to the Data Management Platform (“DMP”) and “Datamine”:

1. The Services.
   1. DMP. The DMP offers Client the ability to collect and ingest data through the Platform, do analysis on the data and export audiences based on the data.
   2. Datamine. Datamine offers Client a powerful analytical tool to analyze data.
2. AlwaysOn Data.
   1. Data Licensing. Amobee may make available third-party data (“AlwaysOn Data”) through the Platform at prices and terms shown through the Platform. Client may choose to license the AlwaysOn Data, in which case Client forms a contract directly with the provider (the “AlwaysOn Vendor”) of the AlwaysOn Data by accepting the online terms.
   2. The Platform. In the event of conflict between an AlwaysOn Vendor’s terms and the Agreement, the Agreement will control Client’s usage of the Platform. Client acknowledges that Amobee may enter into revenue sharing or flexible pricing arrangements with AlwaysOn Vendors.
   3. Unexpected Termination. Amobee reserves the right to terminate its relationship with any AlwaysOn Vendor at any time, in which case such AlwaysOn Vendor would no longer be available through the Platform.
   4. Advanced Payment. While the payment obligation is directly between Client and the AlwaysOn Vendors, Amobee may advance payment to the AlwaysOn Vendors so long as Client is current in paying the Fees. If Client is deliquent in paying the Fees, Amobee may choose not to advance payment to the AlwaysOn Vendors and the AlwaysOn Vendors may seek payment directly from Client. Each AlwaysOn Vendor is an intended third-party beneficiary of this Agreement and Client will not assert a defense based on lack of privity against such AlwaysOn Vendors.
3. Fees.
   1. Methodology.
      1. DMP. Amobee charges an upfront deployment fee and a monthly fee.
      2. Datamine. Datamine is priced on a CPU-hour basis. Client will have a monthly allotment of CPU hours (which do not roll over if unused) and may purchase additional CPU hours as needed.
   2. No Sequential Liability from Client. Client is responsible for paying the Fees to Amobee, regardless of whether Client’s own advertisers (if any) have paid Client.
   3. Self-Trafficking. Client may have the ability to use the Platform to: deploy and remove pixels or tracking tags; ingest, manage and analyze data or perform other functions (generally, “Self Trafficking”). Client hereby assumes any and all risk and accepts any and all liability arising out of or in connection with Self Trafficking, or in connection with Amobee’s use of the Platform at the specific direction of Client, including but not limited to the collection of personally identifiable information, data entry errors, and AlwaysOn Data costs and Inventory Costs. Client hereby acknowledges and agrees that Amobee shall bear no liability in connection with Client’s Self-Trafficking or Amobee’s use of the Services at the specific direction of Client.
4. Consumer Privacy. The parties recognize the importance of consumer privacy.
   1. Personally Identifiable Information. Amobee agrees not to knowingly receive, collect or transmit personally identifiable information (“PII”) in connection with this Agreement. Client agrees not to provide any PII to Amobee; upload PII into the Platform; or collect, process or store PII using the Platform.
   2. Custom Audience. Client may have the ability to upload hashed e-mail addresses or other audience specific attributes to the Platform as part of a custom audience product. Client represents and warrants that it will not attempt to target individually identifiable users using such custom audience product. Client further represents and warrants that will not utilize Ad Campaign reporting to attempt to re-identify users.
   3. United Kingdom. If Client is based in the United Kingdom, each party shall comply with the Privacy and Electronic Communications (EC Directive) Regulations 2003 and any other applicable laws.
5. Data Rights.
   1. Client’s Rights.
      1. Client Data. As between Client and Amobee, Client owns all right, title and interest in the Client Data.
   2. Amobee’s Rights.
      1. Performing the Services. Client grants Amobee a revocable, worldwide, non-exclusive, royalty-free license during the Term to use, reproduce, distribute, display and store Client Data solely to perform the Services.
   3. Definitions.
      1. “Client Data” generally means data stored in the Platform by Client. Client Data includes: the Creatives, information about Client’s own advertisers, pixel targeting data, any information collected by Client outside the Platform and any data licensed by Client from an Other Vendor. Client Data does not include User Activity Data.
      2. “User Activity Data” means data regarding end users’ digital activity gathered through or by the Platform as it relates to the Client specifically, excluding Client Data, including without limitation: IP addresses, websites visited and length of time on a page or website (e.g., interactions, and header information). User Activity Data expressly excludes any PII or any data of end users’ digital activity as it relates to other clients of the Amobee Platform.
   4. Further Restrictions. Client will not create derivative works of the AlwaysOn Data; reproduce, distribute or use the AlwaysOn Data for any purpose other than trafficking campaigns through the Platform; copy, transfer, sell, lease, syndicate, sub-syndicate, lend, or use for co-branding, timesharing, service bureau, arbitrage or other unauthorized purposes the AlwaysOn Data or access thereto; or utilize the descriptions of the AlwaysOn Data to assemble similar data or audience segments from an Other Vendor or any third party.
6. Product-Specific Terms.
   1. DMP. Client may not downgrade its tier of DMP services effective midway through the Current Period. Client may change its tier of DMP services by executing a change order request form at least 30 days prior to the end of the Current Period; the change will occur at the start of the next Renewal Period.
7. Explanation of DMP Fees and Services
   1. Monthly Fee. A fixed monthly fee charged every month of the Term for the DMP Service.
   2. DMP Deployment Fee. A one-time fee which includes the cost of Platform setup, enabling AlwaysOn Data, setting up the collection of Client Data, creating customized reports (e.g., audience modeling and DMP reporting) and one full day of client-site training. Amobee will not charge for travel expenses for the initial training session unless Client cancels the session.
   3. Data Events. A “Data Event” is any data attribute brought into the Platform by or for Client including but not limited to first-party data (e.g., data collected through pixels and tags, customer relationship management data and offline data), Ad performance data from third-party DSPs and ad servers (e.g., impressions, clicks, actions, video engagement metrics, ad server data and search performance data) and custom third-party data.
   4. Audience and Media Provider Pixels. An “Audience Pixel” is a pixel placed on a particular web site. A “Media Provider Pixel” is a pixel placed in a Creative. Client is not permitted to re-use a pixel.
   5. Custom Data Ingestions. Client Data may be ingested into the DMP via pixel, file or server-to-server. The data may be ingested directly from Client or via Client’s data provider of choice, if agreed by Client and Amobee.
   6. Audience Syndication. This feature is outbound audience segment syndication capabilities to media, content personalization or other take-action platforms. Audience syndication can utilize either pixel-based syndication to any platform selected by the Client or server-to-server syndication to partner platforms already integrated and approved by Amobee.
   7. Consulting Services. Consulting services may be agreed between Client and Amobee. Examples are: additional training sessions on the DMP, deployment assistance, data syndication assistance or data strategy guidance.
   8. Analytics Services. Analytics services may be agreed between Client and Amobee. Examples are: additional training sessions on Datamine, performing custom analytics (e.g., audience insights, customer lifetime value, media analysis, frequency analysis), designing dashboards or custom reports or designing and evalating tests.
   9. No Rollover. Unused allowances (audience and media provider pixels, custom data ingestions, audience syndication, consulting hours, analytics hours, CPU hours) expire at the end of the month and do not roll.
8. Explanation of Datamine Fees and Services
   1. Initial Allotment of CPU Hours. Any DMP tier which includes Datamine access will include an initial allotment of CPU hours. Client will not receive a credit for failing to utilize its initial allotment of CPU hours in any given month.
   2. Additional CPU Hours. Additional CPU hours are charged at the Additional CPU Hour Price per additional CPU hour. Client may purchase up to 50,000 additional CPU hours per month.
   3. Calculation of CPU Hours. CPU hour usage is tracked by the Google Cloud Platform. All CPUs are charged a minimum of 10 minutes when used, and thereafter are charged in one minute increments. For example, a query that launches 100 CPUs and runs for one hour will be charged 100 CPU hours.