DATED: October 8, 2019

The PubMatic Services are the products, services, and offerings that PubMatic provides to publishers, supply sources, demand side platforms, exchanges, advertising agencies, advertisers, and third parties. The list of PubMatic Services, as described below, is not meant to be an exhaustive list of all products, services, and offerings. PubMatic may, at its sole discretion, update this list of PubMatic Services from time to time by posting an amended version of this page online.

1. THE FOLLOWING PROVISIONS GENERALLY APPLY TO THE PROGRAMS ELECTED BY PUBLISHERS AND SUPPLY SOURCES (EACH, A “PUBLISHER”) PURSUANT TO AN APPLICABLE AGREEMENT OR SERVICE ORDER.

SECTION 1 – REAL-TIME BIDDING PROGRAM (RTB)

RTB” includes real-time bidding on PubMatic’s auction for advertising impressions. RTB allows Demand Partners to manually or programmatically bid on Publisher Inventory and includes Publisher Inventory accessed by end users on mobile devices, smart phones, tablets and other wireless devices. Each impression served on the Publisher Inventory through RTB will be subject to an auction where the “bids” are derived from Demand Partners.

SECTION 2 – PRIVATE MARKETPLACE PROGRAM (PMP)

PMP” is PubMatic’s proprietary private marketplace utilizing RTB technology which provides for inventory ordering, impression fulfillment and deal management. PMP enables publishers to control, price and manage their reserved and unreserved Publisher Inventory. Publisher Inventory and packages may be sold by Publisher either directly via PubMatic’s proprietary marketplace or across multiple direct third-party buying platforms to Demand Partners in a guaranteed, exclusive or more specialized fashion. Each buy shall be subject to terms agreed to between the Publisher and the Demand Partner.

Notwithstanding anything to the contrary in the Agreement, Publisher acknowledges and agrees that (a) PubMatic is not responsible for any acts or omissions of Publisher or any Demand Partner who transacts within PMP, (b) Publisher hereby authorizes PubMatic to disclose Publisher’s name and the Publisher Properties within PMP, (c) Publisher is solely responsible for satisfying its guaranteed inventory commitments, and (d) PubMatic will not be liable, and Publisher will not hold PubMatic liable, for any guaranteed inventory not achieved by Publisher, including any obligation by Publisher to provide makegoods.

SECTION 3 – HEADER BIDDING SOLUTION

The “Header Bidding” solution provides the Publisher with the ability to manage and monetize Publisher Inventory with a unified approach at the impression level. The PubMatic Fee for Publisher Inventory monetized via the Header Bidding program is the same as that for RTB, and under the same payment terms, except that Publisher Revenue, as defined below, associated with Google EB-monetized impressions under the Header Bidding program will be paid in accordance with the applicable payment terms provided in Publisher’s agreement with Google.

Publisher acknowledges and agrees that the Header Bidding solution includes tools and services that involve Publisher’s ad server, and Publisher is solely responsible for (a) confirming such tools and services are compatible with Publisher’s ad server before enabling, and (b) satisfying Publisher’s guaranteed inventory commitments. PubMatic will not be liable, and Publisher will not hold PubMatic liable, for any guaranteed inventory not achieved by Publisher, including any obligation by Publisher to provide makegoods.

SECTION 4 – WRAPPER SOLUTION

The “Wrapper Solution” enables Publisher to manage and monetize Publisher Inventory against multiple demand sources via various header bidding tags or server to server integrations, respectively.

In addition to the relevant acknowledgements and agreements above with respect to the Header Bidding program that shall apply equally to the Wrapper Solution program, Publisher acknowledges and agrees that: (a) PubMatic shall have the right to bid through its header tag on any Publisher Inventory made available by Publisher via the Wrapper Solution program; (b) PubMatic does not guarantee current, ongoing or future support or compatibility for all or any particular header tags by the Wrapper Solution; (c) Publisher shall be responsible for entering into contractual arrangements directly with demand sources other than PubMatic, and PubMatic shall have no responsibilities, obligations or liabilities with respect to those demand sources, their header tags or their ad content (including the collection or payment of any fees or charges associated with such demand sources, the right to make or receive makegoods, or any malware or similar code associated with such ad content); (d) to the extent that any such contractual arrangement with a demand source expires or is terminated, Publisher shall be solely responsible for changing the wrapper configuration to stop sending ad requests to such demand source; (e) PubMatic may discontinue support for a particular header tag if requested to do so by the applicable header tag vendor, and in such case, PubMatic will endeavor to provide Publisher with prompt notice of such discontinuance; and (f) PubMatic will not be liable, and Publisher will not hold PubMatic liable, for any Publisher Inventory not monetized by Publisher via header tags of other demand sources.

SECTION 5 – OPENWRAP SDK

OpenWrap SDK” is PubMatic’s proprietary software development kit (SDK) that connects mobile applications to third-party demand. The OpenWrap SDK solution enables a mobile application to access demand through RTB, PMP and Header Bidding.

Publisher is solely responsible for confirming that Publisher’s mobile applications are compatible with the OpenWrap SDK program. Publisher shall be responsible for any coding, development and testing required to integrate OpenWrap SDK. Publisher acknowledges and agrees that Publisher is solely responsible for satisfying Publisher’s guaranteed inventory commitments and that PubMatic will not be liable, and Publisher will not hold PubMatic liable, for any guaranteed inventory not achieved by Publisher, including any obligation by Publisher to provide makegoods. The OpenWrap SDK program can be run in conjunction with third-party mediation layers, although Publisher agrees that such layers are unsupported by PubMatic.

Notwithstanding anything to the contrary in the Agreement, Publisher acknowledges and agrees that (a) PubMatic is not responsible for any acts or omissions of Publisher or any Demand Partner who transacts within OpenWrap SDK, (b) Publisher hereby authorizes PubMatic to disclose Publisher’s name and the Publisher Properties within OpenWrap SDK, (c) Publisher is solely responsible for satisfying its guaranteed inventory commitments, and (d) PubMatic will not be liable, and Publisher will not hold PubMatic liable, for any guaranteed inventory not achieved by Publisher, including any obligation by Publisher to provide makegoods.

SECTION 6 – JW PLAYER BIDDER (VIDEO PLAYER)

The “JW Player Bidder” is a video player platform, which Publishers integrate directly with Publisher Properties through the JW Video Player. The JW Player Bidder increases end user engagement which further optimizes the monetization of Publisher Inventory via the PubMatic Services by facilitating the serving of video advertising campaigns by Demand Partners. The JW Player Bidder supports most major ad formats, including VPAID, VAST, VMAP, Google IMA and Freewheel.

Notwithstanding anything to the contrary in the Agreement, Publisher acknowledges and agrees that (a) Publisher is responsible for confirming that Publisher’s applications are compatible with the JW Player Bidder platform (including the JW Video Player and other related services or code) and for enabling the JW Video Player within its own JW Player Bidder interface, (b) PubMatic will not be liable, and Publisher will not hold PubMatic liable, for any guaranteed inventory not achieved by Publisher, including any obligation by Publisher to provide makegoods, and (c) PubMatic is not responsible for any acts or omissions of Publisher or any Demand Partner who transacts within the JW Video Bidder platform. Publisher hereby authorizes PubMatic to disclose Publisher’s name and Publisher Properties, and to share Publisher Data with the JW Player Bidder platform for the purpose of monetizing Publisher Inventory. PubMatic is not responsible for any acts or omissions resulting from Publisher’s integration with the JW Player Bidder platform or use of the JW Video Player, or any damages or losses caused by JW Player Bidder’s products, services or code.

SECTION 7 – ANALYTICS API

The “Analytics – API” program is PubMatic’s proprietary interface for programmatic access to aggregated data in an analytics platform across a range of data sources and use cases.

Should PubMatic determine that there has been excessive API usage, PubMatic and Publisher shall work together in good faith to reduce such API usage and/or determine the appropriate charge (subject to the agreed upon API usage terms of a separate written amendment to this Agreement). For the avoidance of doubt, Publisher will not incur any charges for API usage until such amendment is executed by the parties.

SECTION 8 – PAYMENT PROTECTION PLAN

The “Payment Protection Plan” requires PubMatic to make any Publisher Payment(s) in accordance Section 3 (Fee; Payment) of the Agreement, regardless of whether or not PubMatic has collected gross revenue from any applicable Demand Partner(s) for the serving of advertisements onto Publisher Properties via the PubMatic Services.  For the avoidance of doubt, electing the Payment Protection Plan prohibits PubMatic from relying on sequential payment liability or bad debt terms, whether defined in the IAB/4A Standard Terms and Conditions for Internet Advertising for Media Buys One Year or Less 3.0 or any other applicable agreement.

 

2. THE FOLLOWING PROVISIONS GENERALLY APPLY TO THE PROGRAMS ELECTED BY DEMAND SIDE PLATFORMS, EXCHANGES, ADVERTISING AGENCIES, AND ADVERTISERS (EACH A “DEMAND PARTNER”) PURSUANT TO AN APPLICABLE AGREEMENT.

SECTION 1 – REAL-TIME BIDDING PROGRAM (DEMAND RTB)

Demand RTB” provides available publisher digital advertising inventory (“Publisher Inventory”) via the application programming interface (API) or software development kit (SDK), through which Publisher Inventory is made accessible to Demand Partners. The Demand RTB program includes real-time bidding on PubMatic’s auction for advertising impressions by enabling each Demand Partner to manually or programmatically bid on Publisher Inventory accessed by end users on mobile devices, smart phones, tablets and other wireless devices.

SECTION 2 – PRIVATE MARKETPLACE PROGRAM (DEMAND PMP)

Demand PMP” provides Demand Partner with the ability to submit multiple bids in a private marketplace corresponding to multiple pre-approved seats within that Demand Partner’s pool of buyers (including, agencies, trading desks, ad networks, advertisers and Demand Partner itself) for Publisher Inventory that may be offered on an exclusive, preferred, non-exclusive, guaranteed or non-guaranteed basis. For each private marketplace transaction between a Demand Partner and publisher, the Demand Partner and publisher shall agree directly on the terms of the transaction, including those governing inventory, pricing and other factors specific to the transaction.

SECTION 3 – TRANSACTION VERIFICATION DATA

The “Transaction Verification Data” program allows Demand Partners to improve bidding strategies and campaign performance, understand auction dynamics, optimize Publisher supply path, enhance reporting, verify inventory quality and media planning within any PubMatic Services targeted to Demand Partners.

Notwithstanding anything to the contrary in the Agreement, Demand Partner agrees to use the Transaction Verification Data, any portion thereof, and any derivatives of Transaction Verification Data for their own internal business purposes and shall not (a) sell, transfer, lease, assign, redistribute, disclose, disseminate, or otherwise make available such data to any third party or (b) reverse engineer, re-identify or de-anonymize, or attempt to reverse engineer, re-identify or de-anonymize any such data.

SECTION 4 – WRAPPER INTEGRATION

The “Wrapper Integration” enables Demand Partners to bid into PubMatic’s Wrapper Solution using client or server side integrations and APIs. Through the Wrapper Integration, Demand Partner may only (1) pass through the primary ad server targeting and bid responses returned by the bidder API without any material modifications to its substance or content (other than size or formatting modifications for technical or compatibility purposes), (2) provide response efficiency reporting data (e.g. number of calls, responses, and response times) to the applicable Publisher, and (3) provide monetization data for purposes of Publisher reporting (e.g., winning or non-winning bids, CPM, total revenues).

The Wrapper Integration is independent from the agreement that a Demand Partner must have with the applicable Publisher. Demand Partner shall adhere to the then current version of the Code of Conduct of Prebid.org, Inc., which is available as of the Effective Date at the following link: http://prebid.org/wrapper_code_of_conduct.html.

Notwithstanding anything to the contrary in the Agreement, Demand Partner may not use any data received from the bidder API or accessible by virtue of the Wrapper Integration for any other purpose whatsoever, and shall comply with the following restrictions with respect to data received from PubMatic and the Wrapper Integration: (a) Demand Partner cannot compare data between distinct accounts (as defined by distinct account ID’s); (b) Demand Partner cannot compile or disclose information about a Publisher’s account and/or such account’s performance to any third party other than the Publisher as it relates to Demand Partner’s bidding activity; (c) Demand Partner cannot store or disclose any data returned by the Wrapper Integration (or enhance/build user value profiles), including, but not limited to, targeting keys, ad response bid value, associated Publisher ad server tier, auction wins/renders, and API call latency; (d) Demand Partner can only make a call to the Wrapper Integration when there is an ad opportunity available and not initiate an ad call for general insights/analytics purposes except with respect to quality assurance and integration testing; and (e) Demand Partner can only push and retrieve data to/from the Wrapper Integration using API calls in accordance with API specification documents that are either publicly available or made available by PubMatic.

 

3. THE FOLLOWING PROVISIONS GENERALLY APPLY TO THE PROGRAMS ELECTED BY PUBLISHERS, DEMAND PARTERS, OR THIRD PARTIES PURSUANT TO AN APPLICABLE AGREEMENT.

SECTION 1 – CUSTOM AUDIENCES

The “Custom Audiences” program enables PubMatic to provide Demand Partners with access to first party audience segments for use within the PubMatic Services. Publishers, Demand Partners, and other third parties (each, a “Custom Audience Provider”) may provide PubMatic with their first party data, including audiences and segments. Such audiences and segments are made available to Demand Partners through the applicable demand UI, such as for targeted PMPs.

Notwithstanding anything to the contrary in the Agreement, Custom Audience Provider shall be solely responsible at no cost to PubMatic for (a) procuring and maintaining during the Term all necessary and applicable rights, consents, licenses, and clearances with respect to the licensed content as necessary for PubMatic and its customers to exercise the rights and licenses granted by Custom Audience Provider herein (“Required Consents”) and (b) paying to any interested third parties all required royalties, clearance costs, and fees relating to or arising out of any Required Consents. Custom Audience Provider will not pass or make available to PubMatic: (i) any unique and permanent device identifier; (ii) any non-truncated internet protocol address (“IP address”) in a jurisdiction where an IP address is considered personal data by applicable law, rule or regulation, (iii) Personal Data, (iv) Personal Directory Data, (v) Sensitive Personal Data; or (vi) data relating to an End User in the event that Custom Audience Provider knows that such End User has opted out of interest-based or cross-app advertising.

Custom Audience Provider represents and warrants that (i) any license content does not, and will not, infringe, violate, or misappropriate the Intellectual Property rights of any third party; (ii) it has all Required Consents; (iii) it will comply with all applicable laws, rules, and regulations, including privacy laws and regulations, in its collection, storage, sharing and use of the licensed content; and (v) the collection, provision and use of licensed content as contemplated hereby do not, and will not, (A) violate the terms of any privacy policy or other disclosure made at the time of collection, or (B) violate the terms of service of any operating system or platform (including, without limitation, iOS or Android), web site, application or other source of licensed content.

SECTION 2 – UNIFIED ID INITIATIVES

“Unified ID Initiatives” allows PubMatic to provide applicable third parties and consortiums with user ID data to enable user profiles to be shared via a single ID across advertising platforms and across multiple devices. Unified ID Initiatives enable a standard identity framework that enables buyers and sellers of programmatic digital advertising to create more relevant campaigns and improve consumer experience in a privacy and security-conscious manner. By participating in Unified ID Initiatives, PubMatic may share and receive identifiers and mapping files (matching files) that ultimately benefit Publishers and Demand Partners.

Notwithstanding anything to the contrary in the Agreement, an applicable third party or consortium shall not reverse engineer, re-identify or de-anonymize, or attempt to reverse engineer, re-identify or de-anonymize any data provided by PubMatic.