Google OB Terms

GOOGLE OB TERMS

These Google OB Terms (this “Agreement”) consist of the Service Terms included below (referred to as the Service or the Schedule in the Master Terms), and the Magnite Master Terms and Conditions located at https://magnite.com/legal/master-legal/, as may be updated from time to time (the “Master Terms”).  Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Master Terms.    

The Service: Google OB

1. Service Description

Magnite’s DV+ and CTV platforms (collectively, the “Magnite Platforms”) are designed to facilitate the sale of Ad Inventory. Pursuant to this Agreement, Customer may seek to enable one or more of the Magnite Platforms to provide bids (from Magnite’s integrated demand sources) for Ad Inventory that Customer offers for sale through Google’s Open Bidding program (the “Google OB Service”). Whether or not Customer is permitted to access the Magnite Platforms in this manner (i) is within Magnite’s sole discretion, and (ii) requires, at a minimum, that the Media being made available by Customer meets Magnite’s pre-approval quality standards. 

2. Magnite Fees and Revenue

All Customer transactions executed through the Google OB Service (“OB Transactions”) will be assessed a fee by Magnite (the “Magnite Transaction Fee”) of up to 25%. For all OB Transactions in a calendar month, Magnite shall (i) collect the Gross Revenue; (ii) retain the Monthly Seller Fee; and (iii) remit the Net Revenue to Google. Magnite shall have no responsibility or liability with regard to any payment that Google may be obligated to make to Customer related to the OB Transactions. Buyers are not obligated to pay for Reported Actions generated by any Prohibited Activity.

“Monthly Seller Fee” means the aggregate of all amounts calculated by multiplying the Magnite Transaction Fee by the Gross Revenue for each OB Transaction within a given calendar month.

“Gross Revenue” means the winning gross bid amount for Ad Inventory purchased through the applicable Magnite Platform, as determined by Magnite’s auction mechanics and/or decisioning process. 

 “Net Revenue” means the amount of revenue, as determined by Google, that was generated by the sale of Customer’s Ad Inventory through the Google OB Service for a given calendar month, net of the Monthly Seller Fee and any Taxes that are applicable to OB Transactions but are paid or payable by Magnite. Where applicable, any Reconciliation Adjustments related to Customer’s OB Transactions shall be made to Customer’s non-Google OB Program account(s) with Magnite, or, as necessary, invoiced to Customer directly. Customer acknowledges that any Magnite data and reporting metrics related to Customer’s OB Transactions, as may be displayed within a Magnite customer account/user interface, may not be consistent with Google’s revenue calculations (which strictly control the amount of Net Revenue paid to Google).

“Reconciliation Adjustments” means monthly adjustments made by Magnite to Customer’s account(s) to withhold, recover or reconcile payments when:  (a) revenue was generated for Prohibited Activity or for the sale of Ad Inventory where the delivery or display of the Ad(s) was otherwise hindered (in each case, as determined by Magnite in its sole discretion); (b) revenue was generated for the sale of Ad Inventory on unapproved Media; (c) the applicable Buyer(s) did not submit payment to Magnite; (d) the payments made to Customer reflected reporting or statistical errors; and/or (e) Customer owes other monies to Magnite.

3.Taxes

For purposes of this Agreement, “Taxes” means all federal, state, local, foreign and other net income, gross income, gross receipts, sales, purchase, use, ad valorem, value added, goods and services, harmonized sales, transfer, franchise, profits, withholding, payroll, excise, stamp, real or personal property, customs, duties or other taxes, fees, levies, assessments or charges of any kind, including any related penalties and interest, imposed by any federal, territorial, state, local or foreign government or any agency or political subdivision of any such government. All amounts payable hereunder are exclusive of any Taxes.  Customer is solely responsible for payment of any Taxes applicable to transactions under the Agreement or as a result of the provision or use of the Google OB Service, except for Taxes based on Magnite’s net income.

4. Selling Ad Inventory through the Google OB Service

Magnite shall have no liability with respect to any determination made by Customer to allow a Buyer to bid on or otherwise purchase Ad Inventory through the Google OB Service. Customer hereby consents to any and all placements of the applicable Buyer Ad on the Ad Inventory sold by Customer through the Google OB Service. Magnite does not guarantee or warrant to Customer that (a) any particular Buyer relationships will be established or maintained, (b) Ads will be available for delivery, or (c) Customer will earn any amount of revenue or meet any particular performance levels through the Google OB Service, including that Ad Inventory will be purchased at a particular price. 

5. Ad Requests and Privacy

When sending Ad requests to Magnite through the Google OB Service, Customer shall not inhibit, circumvent, disrupt or otherwise compromise the actual user choice to opt out, limit ad tracking, or other similar setting or preference, as indicated by the end user, with respect to each application or platform (e.g. Apple, Roku, Samsung, Google). 

6. Media

Customer is required to obtain Magnite’s prior written approval for all Media on which Customer wishes to make Ad Inventory available through the Google OB Service. Magnite may restrict or remove any Media from the Google OB Service in its sole discretion. 

7. Termination

Magnite and Customer may each terminate their participation in the Google OB Service at any time, upon written notice to the other, without otherwise impacting the term of any other service provided to Customer by Magnite (at which point the provisions contained in this Agreement shall become null and void).