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 Conditionslocated 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 (the “Magnite Platforms”) are designed to facilitate the sale of Ad Inventory. Pursuant to this Agreement, Customer may seek to enable one or both 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” for a calendar month means the aggregate of all amounts obtained by multiplying the Magnite Transaction Fee by the Gross Revenue for each Magnite Transaction.

 “Gross Revenue for a Magnite Transaction 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” for a calendar month 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 that calendar month) after Magnite deducted the Monthly Seller Fee. 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).

3. Selling Ad Inventory through the Google OB Service

Placement of Ads. Customer hereby consents to the placement of Buyer Ads on the Ad Inventory made available by Customer through the Google OB Service; Magnite shall have no liability with respect to such Ads. Magnite does not guarantee or warrant to Customer (a) that any particular Buyers will receive Ad requests or bid on those Ad requests that are received; (b) that Ads will be available for delivery, or (c) that Customer will earn any amount of revenue or meet any particular performance levels through the Google OB Service, including that Ad Inventory will be sold at a particular price. If Customer is not satisfied with the response returned by a Buyer for any of its Ad Inventory, Customer may reject such response and monetize the Ad Inventory through other means. 

Ad Requests and Privacy.  When sending Ad requests to Magnite through the Google OB Service, Customer shall ensure that Magnite is notified whenever an end user has enabled any privacy preference, including (i) an opt-out of behavioral tracking through the device (including, but not limited to, “Limit Ad Tracking” (iOS), and “Opt Out of Interest-Based Ads” (Android)); and (ii) “Do Not Track” in the internet browser. Customer shall not use or disclose information regarding an end user’s interaction with an Ad delivered through the Google OB Service, unless such information is aggregated and anonymized prior to its use or disclosure so as not to identify any individual Buyer or advertiser. Customer shall not directly or indirectly pass to Magnite any information that permanently identifies a particular device.

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. 

4.CCPA

With regard to OB Transactions executed through the Magnite CTV platform, Magnite CTV, Inc. (an Affiliate of Magnite) shall act as a “service provider” solely to the extent the California Consumer Privacy Act (“CCPA”) applies.

With regard to OB Transactions executed through the Magnite DV+ platform, Magnite shall act as a service provider solely to the extent (i) the CCPA applies, and (ii) a Seller has identified particular Ad Inventory, for which it wishes Magnite to engage in limited data processing for purposes of facilitating compliance with CCPA, by applying a signal to that Ad Inventory (a “Limited Processing Flag”).

The following terms shall apply solely to the relevant Magnite entity acting as a service provider to Customer: Magnite will not retain, use or disclose any Seller “personal Information” other than (i) for purposes of performing obligations under the applicable Agreement between the parties, (ii) as may otherwise be permitted for service providers or under a comparable exemption from “sale” in the CCPA, as reasonably determined by the Magnite entity, or (iii) or as otherwise permitted under the CCPA. Customer is solely liable for its compliance with the CCPA in its use of the Magnite Materials. In the event of changes to the CCPA or issuance of applicable regulation, court order or governmental guidance relating to the CCPA, Magnite may modify the terms of the Agreement if such change does not have a material adverse impact on Customer, as reasonably determined by such Magnite entity, with respect to exemptions from sales under the CCPA. The terms “personal information”, “sale” and “service provider” as used herein have the meanings given in the CCPA.

5.Taxes

All amounts payable hereunder are exclusive of any sales, use, and other taxes (“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.