Publisher Data Processing Addendum

Effective: August 6, 2020

 This Publisher Data Protection Addendum (“Addendum“) is entered into by and between PubMatic, Inc. (“PubMatic“) and you (“Publisher”), and forms part of all agreements between the parties relating to the subject matter of this Addendum (each, an “Agreement”).

The terms in this Addendum shall only apply to the extent PubMatic collects or otherwise processes Data (including Personal Data) protected or otherwise regulated by European Data Protection Law. Capitalized terms used in this Addendum shall have the meaning given to them in the main body of the Agreement unless otherwise defined in this Addendum.   

IT IS AGREED:

  1. Definitions

Controller” means the entity that determines the purposes and means of the processing of Personal Data.

Data” has the meaning given to it in Section 2 of this Addendum.

Demand Partners” means PubMatic’s media buying clients, including but not limited to demand side platforms, ad exchanges, agencies, agency trading desks and ad networks.

European Data Protection Law” means (i) Regulation 2016/679 (the European General Data Protection Regulation (“GDPR”); (ii) the EU e-Privacy Directive (Directive 2002/58/EC) (“e-Privacy Directive”) ; (iii) all national implementations of (i) and (ii); (iv) the Swiss Federal Data Protection Act of 19 June 1992 and its corresponding ordinances and (v) in respect of the United Kingdom, the Data Protection Act 2018 and any applicable national legislation that replaces or converts the GDPR and e-Privacy Directive in domestic law or that relates to data and privacy and is enacted as a consequence of the United Kingdom leaving the European Union; in each case, as may be amended, superseded or replaced from time to time.

Europe” means, for the purposes of this DPA, the European Economic Area (EEA), the United Kingdom and Switzerland.

Personal Data” means any information relating to an identified or identifiable natural person to the extent that such information is protected as “personal data” under applicable European Data Protection Law.

Privacy Requirements” means: (i) European Data Protection Law, as applicable to Publisher, PubMatic and its Demand Partners and their respective processing of Data under this Addendum; and (ii) any applicable self-regulatory codes, rules or guidelines, including without limitation, the rules, codes and guidelines of the European Interactive Digital Advertising Alliance (EDAA), the Network Advertising Initiative (NAI) and IAB Transparency and Consent Framework (TCF) (in each case, as amended, superseded or replaced).

“Privacy Shield” means the EU-U.S. Privacy Shield and Swiss-U.S. Privacy Shield Framework self-certification program operated by the U.S. Department of Commerce and approved by the European Commission pursuant to Decision C(2016)4176 of 12 July 2016 and by the Swiss Federal Council on January 11, 2017, respectively (as may be amended, superseded or replaced).

Privacy Shield Principles” means the Privacy Shield Framework Principles (as supplemented by the Supplemental Principles) contained in Annex II to the European Commission Decision C(2016)4176 of July 12, 2016 (as may be amended, superseded or replaced).

Publisher Property” has the meaning given to it in the Agreement or, if not set forth in the Agreement, means the websites, mobile applications and/or other digital media properties owned or operated by the Publisher and accessible through the PubMatic Services or via which Personal Data used in connection with the PubMatic Services is collected.

PubMatic Services” has the meaning given to it in the Agreement or if not set forth in the Agreement, means the ad services provided by PubMatic to Publisher in accordance with and as described in the Agreement.

Tracking Technologies” means technologies used to store or gain access to data stored on a user’s device, including (as applicable), cookies, mobile SDKs, browser cache, unique identifiers, web beacons, pixels and/or similar tracking technologies.

PubMatic Privacy Policy” means the PubMatic privacy policy available on PubMatic’s public facing website, the most current version of which is available at www.pubmatic.com/privacy-policy (as updated or amended from time to time).

Standard Contractual Clauses” means the standard contractual clauses for controllers (2004) as approved by the European Commission pursuant to the European Commission’s decision C(2004) 5271 of 27 December 2004  (as updated, amended or replaced from time to time).

The terms “data subject“, “processing” (and “process“) shall have the meanings given to them in European Data Protection Law.

  1. Scope of processing: The parties agree that unless otherwise agreed between the parties: (i) in connection with the PubMatic Services, PubMatic may collect or otherwise receive data (including Personal Data) about or related to end users of the Publisher Properties as more particularly described in Annex A of this Addendum (collectively, “Data”); and (ii) PubMatic and its Demand Partners use Tracking Technologies in order to collect certain Data. The parties agree that PubMatic (and its Demand Partners) may process the Data for the purposes contemplated by the Agreement and for any other purposes described in the PubMatic Privacy Policy (“Permitted Purposes”).
  2. Relationship of the parties: The parties acknowledge that to the extent the Data is Personal Data, each party shall process such data as a Controller and in PubMatic’s case, only for the Permitted Purposes.
  3. Requesting Consent: Neither PubMatic nor its Demand Partners has a direct relationship with any data subject visiting the Publisher Properties or viewing ads delivered to the Publisher Properties through the PubMatic Services. Accordingly, in each case where consent is the lawful basis for processing Personal Data and/or required for use of Tracking Technologies pursuant to the Privacy Requirements, Publisher agrees that it shall be responsible for obtaining all necessary consents from the relevant data subjects on behalf of PubMatic and applicable Demand Partners to lawfully permit PubMatic and all applicable Demand Partners to: (i) collect, process and share Data via the PubMatic Services for Permitted Purposes; and (ii) use Tracking Technologies in order to collect Data in connection with the performance of the PubMatic Services. Publisher represents and warrants that it shall, at all times maintain and make operational on Publisher Properties a mechanism for obtaining and recording such consent and that enables such consent to be withdrawn, in accordance with applicable Privacy Requirements. PubMatic is registered with and supports the IAB Transparency and Consent Framework (“Industry Framework”).
  4. Notice Requirements: Publisher agrees that it is responsible for ensuring that all data subjects are appropriately notified about the data collection and use practices taking place on the Publisher Properties through the PubMatic Services. Publisher represents and warrants that it shall conspicuously post, maintain and abide by a publicly accessible privacy notice within all Publisher Properties from which the Data is collected that satisfies the requirements of the Privacy Requirements and the Agreement (including this Addendum). Without prejudice to the generality of the foregoing, such notice shall at a minimum include the following information: (i) a statement that data may be collected for advertising purposes; (ii) a description of the type of Personal Data collected by PubMatic and its Demand Partners and the purposes of processing thereof, including for delivering ads across the Publisher Properties over time; (iii) a description of the categories of individuals who will have access to the Personal Data; (iv) the identity of the Controller(s) of the Data; (v)  a conspicuous link to or description of how to access a relevant choice mechanism; and/or (vi) any other information required to comply with the information and transparency requirements of applicable Privacy Requirements. The PubMatic Privacy Policy, its explanation of the Data PubMatic collects and how the PubMatic Services use it, may assist you in complying with your notification obligations under this Addendum.
  5. Prohibited Data Sharing: Publisher shall not include or launch any Publisher Property on any of the PubMatic Services if such Publisher Property is directed at or likely to be accessed by any data subject that is deemed a child under applicable Privacy Requirements of the country in which the child resides, and Publisher shall flag within the PubMatic Services or inform PubMatic in writing prior to launching any of such Publisher Properties on any of the PubMatic Services; and/or pass to PubMatic or its Demand Partners any Personal Data of any data subject that is deemed a child under applicable European Data Protection Law.
  6. Noncompliance: If Publisher is unable to comply with its consent and notice obligations under the Agreement (including this Addendum) in respect of the Data, Publisher shall promptly notify PubMatic.
  7. Co-operation and Data Subject Rights: The parties shall, on request, provide each other with all reasonable and timely assistance (at their own expense) and co-operation to enable the other party to comply with its obligations under the Privacy Requirements, including in order to enable the other party to respond to: (i) any request from a data subject to exercise any of its rights under European Data Protection Law (including its rights of access, correction, objection, erasure and data portability, as applicable) in relation to the Data; and (ii) any other correspondence, enquiry or complaint received from a data subject, regulator or other third party in connection with the processing of the Data (“Correspondence”). Each party shall promptly inform the other if it receives any Correspondence directly from a data subject in relation to the Data. Subject to obligations of confidentiality and polices on disclosure of information, where a party has a concern that the other party has not complied with this Addendum, the parties agree to exchange information to ascertain the cause of such non-compliance and take reasonable steps to remediate.
  8. Standard Contractual Clauses:
    (a) PubMatic agrees to abide by and process Data in accordance with the Standard Contractual Clauses, which shall  be incorporated into and form an integral part of this Addendum. The terms of the Standard Contractual Clauses will apply where and to the extent (a) the applicable transfer of Data is not subject to the laws of a jurisdiction recognized as providing an adequate level of protection for Personal Data (as described in applicable European Data Protection Law); or (b) PubMatic and the applicable transfer of Data is not covered by a suitable framework or other legally adequate transfer mechanism  recognized by the relevant authorities or courts as providing an adequate level of protection or appropriate safeguards for Personal Data, including but not limited to  the Privacy Shield (an “Adequacy Mechanism”). Where an Adequacy Mechanism applies, PubMatic shall process the Data in compliance with the Adequacy Mechanism, including (where applicable) the Privacy Shield Principles.(a) For the purposes of the Standard Contractual Clauses, (i) PubMatic shall be deemed the “data importer” and Publisher shall be deemed the “data exporter”; (ii) Annex A of this Addendum shall replace Annex B of the Standard Contractual Clauses; and (iii) the data importer selects option (iii) for the purposes of Clause 2(h) of the Standard Contractual Clause. It is not the intention of either party to contradict or restrict any of the provisions set forth in the Standard Contractual Clauses. Accordingly, if and to the extent the Standard Contractual Clauses conflict with any provision of the Agreement, including this Addendum, the Standard Contractual Clauses shall prevail to the extent of such conflict.
  9. Contact. Publisher shall notify PubMatic of an individual within its organisation authorised to respond from time to time to enquiries regarding the Data and shall deal with such enquiries promptly. The individual within PubMatic authorised to respond from time to time to enquiries regarding the Data and who shall deal with such enquiries promptly can be contactable here: dpo@pubmatic.com (or such other contact as may be communicated to Publisher from time to time).
  10. Changes in Law.  In the event that there is a change in the Privacy Requirements that apply to the processing of Data, that would, in the reasonable opinion of a party, require changes to the PubMatic Services, the means by which the PubMatic Services are provided or used and/or terms and conditions of this Addendum,  that party reserves the right  (acting reasonably) to request such changes; provided that, to the extent possible, the party requesting the change will provide at least thirty (30) days prior written notice (including by email) of such changes and agrees to discuss such changes in good faith. If the requested changes will cause a material harm to any party (which shall include for the avoidance of doubt, causing a party to be in breach of European Protection Law) or materially alter any party’s provision or use (as applicable) of the PubMatic Services, such party may terminate the Agreement for the affected PubMatic Services upon written notice without liability for such termination.
  11. Security: Both parties shall implement appropriate technical and organizational measures to protect the copy of the Data in their possession or control (i) from accidental or unlawful destruction, and (ii) loss, alteration, unauthorised disclosure of, or access to the Data.
  12. General: Except for the changes made by this Addendum, the Agreement remain unchanged and in full force and effect. If there is any conflict between any provision in this Addendum and any provision in the Agreement, this Addendum controls and takes precedence.  With effect from the effective date, this Addendum is part of, and incorporated into the Agreement.  To the extent there are any prior agreements with regard to the subject matter of this Addendum, this Addendum supersedes and replaces such prior agreements. This Addendum shall survive termination or expiry of the Agreement.  Upon termination or expiry of the Agreement PubMatic may continue to process the Data provided that such processing complies with the requirements of this Addendum and the Privacy Requirements. This Addendum may be executed in counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same agreement.  This Addendum may be executed via a recognized electronic signature service or delivered by facsimile transmission, or may be signed, scanned and emailed, and any such signatures shall be treated as original signatures for all applicable purposes.

Annex A

Description of the Transfer

Defined terms are as set out in the Data Processing Addendum agreed between the parties.

Data Subjects:

  • End users of the Publisher Properties or end users viewing ads delivered to the Publisher Properties;
  • Publisher employees and other personnel authorized to use the PubMatic Services.

Purposes of transfer:

End Users: For the Permitted Purposes (as defined in this Addendum)

Publisher Personnel:  For business relationship and account management purposes.

Categories of data: 

End users

  • Identifiers: cookie and mobile Ad identifiers (such as IDFA, ADID, GPID etc.,); IP address, data that could be used for fingerprinting , latitude and longitude;
  • Demographic information: location, age range, gender, other Publisher-specified demographics (tied to an identifier);
  • User agent or such device information;
  • Behavioral data: frequency of identifiers visiting and viewing Publisher Sites and viewing and taking actions with respect to advertising .

Publisher Personnel:

Contact details (name, email, telephone) and professional details (role).

Recipients:  Demand Partners, sub-contractors, Buyers, supervisory authority, Affiliates, Publisher.

Sensitive data: None.

Contact points for data protection enquiries:

Data Importer:  See Addendum
Data Exporter:  See Addendum