Master Service Terms

Schedule F – Amobee TV Planning and Buying

Last Updated: June 28, 2021

The following terms apply to the Services, specifically with respect to Amobee’s Linear ATV Platform. Linear advanced television, or “Linear ATV,” specifically refers to television programming distributed identically and simultaneously to numerous recipients through over-the-air broadcast or a communications network.

1. The Services.
   1. Planning. Through the “Planning” functionality of the Platform, Client can license data, optimize and plan Linear ATV Ad Campaigns (creating “Planning Proposals”), collect and analyze data, obtain insights and conduct post-campaign analysis. Client can use the Planning Proposals in connection with the purchase of Advertising Inventory either through the Platform or in some cases (see “Direct Purchases” below) outside the Platform.
      1. “Advertising Inventory” is space during or time-adjacent to Linear ATV programming made available by the originator or distributor (as applicable, the “Inventory Provider”) of such programming for the display of Creatives.
   2. Buying. Through the “Buying” functionality, Amobee can facilitate Client’s purchase of Advertising Inventory from Inventory Providers.
      1. Managed Services. Amobee may buy Ad Campaigns for Client on a managed-service basis, according to parameters outlined in an insertion order.
2. Amobee Data.
   1. Data Licensing. Amobee may make available data (“Amobee Data”) through the Platform at prices and terms shown through the Platform or (if manual) pursuant to a signed insertion order. The Amobee Data may be licensed from a third-party provider (the “Data Vendor”).
   2. Unexpected Termination. Amobee reserves the right to terminate its relationship with any Data Vendor at any time, in which case the data from such Data Vendor would no longer be available through the Platform.
   3. Managed Services Licensing. In the case where Amobee delivers Ad Campaigns on a managed service basis, Amobee may utilize Amobee Data according to the parameters of the insertion order.
3. Fees.
   1. Methodology. Amobee charges the Campaign Expenses (except the Media Cost of Direct Purchases paid directly by Client to the Inventory Provider) plus the Linear Fees.
      1. The “Campaign Expenses” are the sum of Media Cost and Amobee Data cost.
      2. The “Media Cost” is standard campaign fulfillment costs including inventory purchase costs (including the costs of Direct Purchases). The Media Cost will be the CPM price shown in the Platform or (if manual) pursuant to a signed insertion order. Client will be billed based on “booked” numbers not measured audience numbers. Client’s only remedy for under-delivery will be make-goods aired at a commercially reasonable time mutually agreed between Client and Inventory Provider. Client acknowledges that Amobee may enter into revenue sharing or flexible pricing arrangements with Inventory Providers.
      3. The “Linear Fees” are a surcharge of the Campaign Expenses multiplied by a specified percentage. Depending on the Services chosen by Client, the Linear Fees may include a technology fee and a managed service fee, as shown in the Pricing Sheet.
   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. Trafficking. Amobee will follow Client’s instructions to: set up, modify or traffic Ad Campaigns; deploy and remove pixels or tracking tags; ingest, manage and analyze data or perform other functions (generally, “Trafficking”). Client hereby assumes any and all risk and accepts any and all liability arising out of or in connection with Trafficking at the specific direction of Client, including but not limited to budget and tactic selection, and Amobee Data costs and Media Cost.
   4. Direct Purchases. Amobee at its discretion may allow Client to use the Planning Proposals in connection with the purchase of Advertising Inventory where Amobee does not act as an intermediary with the Inventory Provider (a “Direct Purchase”). A Direct Purchase may be made by an insertion order entered into between Client and the Inventory Provider, or through the Platform. In the case of a Direct Purchase, the parties agree that Amobee is not in any way involved in the acquisition of Advertising Inventory or the delivery of an Ad Campaign. Therefore, Amobee is not responsible (and Client is solely responsible) for the performance of the Ad Campaign or (with one exception, below) for collecting payment for the Advertising Inventory. However, Client is still liable to Amobee for the Linear Fees. In the case of a Direct Purchase made outside the Platform, Client agrees to provide a copy of the insertion order to Amobee within three days after signing; this is a material obligation under the Agreement.
   5. Payment for Direct Purchases. In the case of some Direct Purchases made through the Platform, the Inventory Provider has authorized Amobee to collect and remit payments from Client. Payment shall be Net 30 and Amobee shall be solely responsible for determining charges to Client hereunder. If Client fails to promptly pay Amobee, the Inventory Provider is authorized to collect directly from Client according to the principles of sequential liability. An Inventory Provider may impose additional payment conditions, which will be communicated in advance to Client by Amobee or the Inventory Provider.
4. Deadlines.
   1. Client-Provided Information. Client must provide, in a timely manner, such information relating to its selection of Advertising Inventory and the targeting details of each Ad Campaign requested by Amobee. Such information as well as the cleared Ad Creative must be delivered to Amobee at least 10 calendar days prior to the start of the Ad Campaign, subject to more stringent requirements from the Inventory Provider. All Ad Creative changes must be completed and the final Ad Creative must be delivered to Amobee no later than six business days prior to the start of the Ad Campaign.
   2. Schedule Changes by Client. Client must request any desired changes to the Ad Campaign schedule at least seven business days prior to the Ad Campaign start date. All requested changes are subject to Inventory Provider accommodation.
   3. Cancellation. Client’s cancellation rights (if any) for Advertising Inventory shall be set out in the insertion order. In some cases Inventory Provider can also cancel purchases, in which case such cancelation policy will be stated in the insertion order.
   4. No Guarantees. Amobee will use commercially reasonable efforts to deliver the Ad Campaigns (except on Direct Inventory), however Amobee makes no guarantees regarding timing or placement of Creatives or regarding quality of Advertising Inventory. In all cases the delivery of Creatives is subject to the Inventory Providers, who may pre-empt Creatives or programming without prior notice. Any adjusted placements will be delivered on a network listed on the insertion order.
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. Planning Proposals. Client may use (and may only use) Planning Proposals internally for the purpose of planning the purchase of Advertising Inventory. The Planning Proposals constitute Confidential Information and Client shall not remove any proprietary or copyright notice therefrom. If Client is an agency, Client is authorized to provide the Planning Proposals to the advertisers of the Ad Campaigns described in the Planning Proposals, subject to the advertisers’ compliance with the foregoing restrictions.
      3. Nielsen-certified Data. Notwithstanding (i), Nielsen-certified data is Confidential Information and may not be publicized or shared without prior, written permission. If Client is an agency, Client is authorized to provide the Nielsen-certified data to the advertisers of the Ad Campaigns described in the Nielsen-certified data, subject to the advertisers’ compliance with the foregoing restrictions.
   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 in connection with 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 and any information collected by Client outside the Platform. Client Data will expire and may be deleted if not updated by Client for 30 days. Amobee may also delete Client Data if it is not used for activating Ad Campaigns for three consecutive months.
6. Product-Specific Terms.
   1. Buying Managed Services. If Client elects to have Campaigns run by Amobee as managed services, the Campaigns will be run pursuant to an insertion order. The insertion order will be on Amobee’s standard form and subject to the acceptance of the parties. In the event of conflict between this Agreement and any insertion order, the insertion order will control.
7. Explanation of Linear Fees and Services.
   1. Technology Fee. This is the fee to use the Platform. It is charged whether Client elects self service or managed service.
   2. Managed Service Fee. This is an additional fee if Client elects managed service.
   3. Differences Between Self Service and Managed Service.