The following terms (the “Datacenterplatform Ads Agreement” or “Agreement”) apply to your use of Datacenterplatform’s online advertising platform and the associated self-serve, auction-based ad services (the “Ad Services). The Ad Services allow your ads to be served on properties of Datacenterplatform and enabled third parties (collectively, “Properties”), e.g., Datacenterplatform Audience Network websites and mobile applications. By registering for or using our online Advertising platform or our Ad Services, you agree to the terms of this Agreement, so please take a moment to read them.
1. Agreement
When you use our Ad Services you agree to this Ads Agreement and the terms for optional features.
If you use the Ad Services for a third party, you must have permission to do so.
In addition to the Datacenterplatform Terms of Use, Privacy Statement and Cookie Statement, this Ads Agreement applies to the access and use of the Ad Services. Additional terms may apply to specific features of the Ad Services. For example, additional terms included herein apply to the use of optional features like conversion tracking, website demographics, matched audiences, and lead gen forms.
If you have entered into a separate advertising agreement with Datacenterplatform with terms that cover subject matter also addressed in this Ads Agreement, those separate terms govern with respect to that subject matter but this Ads Agreement governs with respect to any additional subject matter (e.g. conversion tracking, website demographics, matched audiences, and lead gen forms). Otherwise, this Ads Agreement governs with respect to all use of the Ad Services.
If you are accessing or using the Ad Services on behalf of a business or third party, you represent and warrant that you have the authority to do so and to bind that business or third party to this Ads Agreement, and your agreement to this Ads Agreement will be treated as their respective agreement. In this event, Datacenterplatform may hold you responsible for violations of this Ads Agreement by that business or third party, and “you,” “your” and “party” will also refer and apply to that business or third party.
2. Ad Services
- We try to optimize your campaigns and offer you optimization choices.
- Your use of the Ad Services must comply with Applicable Law and all applicable terms.
- You are responsible for use of the Ad Services through your account.
- If you use the Ad Services for a business, that business can receive information about your use and remove you from its accounts.
- We may reject Ads, modify or terminate the Ad Services and participate in auctions for ads on the Ad Services.
The Ad Services are designed to enhance the effectiveness of your campaigns. Datacenterplatform may offer you choices about whether you would like to use certain automated optimizations (e.g., to opt-out of automatic expansion of your specific targeting criteria or to participate in optimized bidding). With your permission, Datacenterplatform also may manually assist you with your campaigns.
You are responsible for (i) all ads and content therefore submitted by or on your behalf through the Ad Services or otherwise to Datacenterplatform, including the creatives, text, images, branding, URLs, tags, and pixels that comprise the ads and content thereof (collectively, your “Ads”), (ii) all ad trafficking or targeting decisions made by or on your behalf, (iii) all content and property to which Ads direct viewers, as well as redirects (“Destinations”), and (iv) all services and products advertised on Destinations (“Advertised Goods”). Except as expressly agreed by Datacenterplatform in writing, Datacenterplatform will determine the size, placement and positioning of your Ads. Datacenterplatform will serve your Ads as inventory becomes available on the Properties. Your Ads, Destinations, Advertised Goods and use of the Ad Services must comply with all applicable laws, self-regulatory rules, industry rules and governmental requirements (collectively, “Applicable Law”).
You are responsible for any activity conducted through your account, including any purchases made or charges incurred. If you identify that you are using the Ad Services on behalf of a business, you agree that the Datacenterplatform may share information about your purchases and use of the Ad Services with that business, including its representatives and agents. If that business indicates that you are no longer authorized to place ads on its behalf (e.g., if you leave that business or change roles within that business), you agree you may be removed from accounts associated with that business.
Without limiting the prohibitions in the Terms of Use, you will not, and you will not enable or authorize any third party to (a) engage in illegal or fraudulent conduct (for example, to discriminate against protected classes), including by virtue of the Ads, Destinations, Advertised Goods or use of the Ad Services, (b) except as expressly authorized by Datacenterplatform in writing, use any automated means or form of scraping or data extraction to access, query or otherwise collect information from the Properties, (c) except as expressly authorized by Datacenterplatform in writing, copy, modify or create derivative works of the Ad Services or any related technology, (d) provide Ads that assert or imply personal characteristics, or (e) provide Ads that contain malware, spyware or any other malicious code or otherwise interfere with the operation of the Ad Services or any device or system or breach or circumvent any security measure of Datacenterplatform or a third party. Datacenterplatform may reject, remove or not deliver any Ad at any time for any reason, including to comply with Applicable Law (defined below).
Datacenterplatform may, in its sole discretion, modify, or terminate any part or all of the Ad Services or suspend your ability to use the Ad Services (including in instances where you do not meet Datacenterplatform’s credit approval requirements). Datacenterplatform and its affiliates retain the complete and unqualified right to serve advertisements for its own products and services and to participate in auctions through the Ad Services to serve such advertisements.
3. Fees, Payment and Cancellation.
We will charge you periodically on the basis shown when your campaign was set up.
You agree to pay on the basis and at the rate shown when a campaign, order or other purchase was submitted through your account (“Rate”), e.g., price per impression, click, other conversion, lead or period, whether with a fixed or automatically optimized bid, whether with daily budget, lifetime pacing, or other budget options. You also agree to pay all applicable taxes, government charges and foreign exchange fees. For these purposes, taxes include all federal, state, and local sales, use, gross receipts, VAT, GST, levies and similar transaction taxes. You will have no liability for income taxes that are statutorily imposed on Datacenterplatform including taxes or fees measured by Datacenterplatform’s net or gross income.
Datacenterplatform will periodically charge your payment method at the applicable Rate. All amounts paid are non-refundable. You remain responsible for any uncollected amounts. Datacenterplatform may charge interest for any overdue amounts at the rate of the lesser of 1% per month or the lawful maximum, and you agree to reimburse us for all collection costs for overdue amounts. To the extent you have not spent your designated budget, you may limit or stop additional charges by editing the budget through your account or suspending or canceling the campaign. Datacenterplatform will endeavor to cease serving your Ads promptly following your suspension or cancellation, but you agree to pay and will be charged at the Rate for Ads delivered up until they cease to be displayed. Datacenterplatform may store and update (e.g. upon expiration) your payment method for use with subsequent campaigns, orders and purchases submitted through your account.
The amount you owe will be calculated based on Datacenterplatform’s tracking mechanisms. Datacenterplatform is not responsible for click fraud, fraudulent leads, technological issues or other potentially invalid activity by third parties that may affect the cost of running Ads. Your exclusive remedy for suspected invalid activity is to make a claim for an Ad Services credit within 90 days of the date of that activity, and Datacenterplatform’s exclusive liability is, in Datacenterplatform’s sole discretion, to issue Ad Services credit for suspected invalid activity. Any Ad Services credit that you may accrue are non-refundable and non-transferable and must be used prior to termination of this Ads Agreement or your account.
4. Intellectual Property Rights and Privacy.
- You grant us a license to your ads to perform the Ad Services.
- We may use feedback and testimonials you choose to provide.
- Datacenterplatform’s pricing, metrics, member demographics and beta features are confidential.
- Each party will prominently post a complete and accurate Privacy Statement, including with respect to cross-device tracking and ad targeting.
- You may not target Ads based on Sensitive Data.
- You may use Ad Services Data only on an aggregate and anonymous basis to assess the performance and effectiveness of your campaigns and to optimize your campaigns. You must protect the confidentiality of Ad Services Data using industry standard security safeguards.
You grant to Datacenterplatform a non-exclusive, worldwide, royalty-free, sublicensable and transferable license to use, copy, modify, distribute and publish your Ads in connection with the performance of the Ad Services (including for testing, compliance, marketing and promotional purposes). You represent and warrant that you own or have all necessary rights (including intellectual property rights) to your Ads (including to grant the license above).
If you choose to provide suggestions and feedback to Datacenterplatform, you agree that Datacenterplatform can (but does not have to) use and share such feedback for any purpose without compensation to you. You may not disclose any information about Datacenterplatform’s pricing, metrics, member demographics or beta features. If you provide testimonials about our Ad Services or submit Ads to Datacenterplatform, we may post those testimonials and Ads in connection with our promotion of the Ad Services. Datacenterplatform reserves all of its intellectual property rights in the Ad Services as further described in the Terms of Use.
Each party will comply with Applicable Law relating to its performance of this Ads Agreement, including privacy and security laws (e.g., the EU General Data Protection Regulation (GDPR). As provided in Datacenterplatform’s Privacy Statement, we may use device identifiers obtained on and off our Services for our Ad Services, including to determine which devices our members may use and to serve Ads to them on their different devices. Each party will prominently post a complete and accurate Privacy Statement on its websites and mobile applications, including with respect to cross-device tracking and ad targeting. Datacenterplatform may include a link to an enhanced notice and choice mechanism in or around your Ads (e.g., through an Advertising Option Icon). Without limiting the prohibitions in the Terms of Use, you will not, and you will not enable or authorize any third party to, (a) except with the explicit opt-in consent of the applicable individual, associate any data obtained in connection with the Ad Services (“Ad Services Data”) with data that is personally identifiable (as defined by Applicable Law) (“Personal Data”) or otherwise re-identify such data, or (b) target Ads based on sensitive data (as defined by Applicable Law) (“Sensitive Data”).
5. Indemnity
This is your indemnification obligation.
Notwithstanding any review or approval of any Ad by Datacenterplatform, you agree to indemnify Datacenterplatform and our affiliates and hold Datacenterplatform and our affiliates harmless from any damages, losses and costs (including, reasonable attorneys’ fees) related to third party claims or proceedings, arising out of or related to your Ads, Destinations, Advertised Goods, use of the Ad Services and breach of this Ads Agreement
6. Limitation of Liability
These are the limits of legal liability each of us may have to the other.
To the fullest extent permitted by law, neither party, including its respective affiliated companies, will be liable to the other in connection with this Ads Agreement for lost profits or lost business opportunities, loss of data, or any indirect, incidental, consequential, special or punitive damages.
Neither party, including its respective affiliated companies, will be liable to the other in connection with this Ads Agreement for an amount that exceeds the greater of (a) 5 times the total fees paid or payable to Datacenterplatform during the 1-month period before the event giving rise to the liability or (b) EUR 100.00.
These limitations of liability do not apply to a party’s (i) payment, confidentiality or indemnification obligations; (ii) liability for fraud, gross negligence or intentional misconduct; (iii) liability for death or personal injury; or (iv) violation of the other party’s intellectual property rights.
7. Data Processing Agreement
If either party processes Personal Data (as defined in Section 1 of the Privacy Statement) on behalf of the other pursuant to this Ads Agreement, then we will each comply with the terms as defined by the GDPR.
8. Miscellaneous
Here are some important details about this Ads Agreement, including changes to the terms, surviving terms, the contracting Datacenterplatform entity and dispute resolution.
The provisions of the User Agreement relating to feature-specific terms, interpretation, notice and assignability apply to this Ads Agreement and the Ad Services. Neither party relies on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether a party to this Ads Agreement or not) relating to the subject matter of this Ads Agreement, other than as stated in this Ads Agreement. This Ads Agreement does not create a partnership, agency relationship, employer relationship or joint venture between the parties.
Datacenterplatform may change the terms of this Ads Agreement by notice to you (for example, by a notice displayed in the Ad Services, email, text message or mail), and both parties agree that changes cannot be retroactive. If you do not agree to these changes, you must stop using the Ad Services. The following provisions of this Ads Agreement survive its termination: Sections 2 through 4, as well as Sections 6 through 9.
The Datacenterplatform entity entering into this Ads Agreement with you is determined pursuant to the Contracting Entity Terms. If an issue arises under this Ads Agreement (including non-contractual disputes or claims) and the contracting entity based on the Contracting Entity Terms then this Ads Agreement is governed by the laws of the Netherlands. To the extent that national or international rules of law do not prescribe otherwise as mandatory, any disputes that arise or are related to agreements concluded subject to these Terms of Service, or arise therefrom, will solely be submitted to the competent court in Amsterdam.
Terms for Conversion Tracking, Website Demographics and Datacenterplatform Matched Audiences:
If you use conversion tracking, website demographics or Datacenterplatform Matched Audiences, you must give any notice, obtain any consent and provide any choice required by Applicable Law regarding any use of Event Data and Audience Data, and the underlying technology that enables it (e.g. cookies), for these activities. You are responsible for your use of Event Data and Audience Data.
If you transfer Personal Data to us, we must authorize the transfer and we will only process the data if you are the Data Controller.
You may not transfer data regarding children or Sensitive Data to Datacenterplatform.
Here are some important details about how Datacenterplatform will process your Event Data and Audience Data.
Through Datacenterplatform’s conversion tracking and website demographics features, you can understand what happens after a Datacenterplatform user clicks on your Ad by using analytics methods and systems provided by Datacenterplatform (e.g., Insight tags, pixels and APIs) that allow you to send data to Datacenterplatform and its affiliates about actions that people take on your websites or mobile applications (“Event Data”). Through Datacenterplatform Matched Audiences and associated data integrations, you can target Ads to audiences based on data you provide to Datacenterplatform, whether directly or on your behalf through an authorized third party (e.g., company lists, hashed contact information, device identifiers, or Event Data like web pages visited on your website) (such data, collectively, “Audience Data”). These terms apply if you use Datacenterplatform’s conversion tracking or website demographic features, Datacenterplatform Matched Audiences or otherwise send Audience Data to Datacenterplatform or its affiliates in connection with these features.
You agree that under Applicable Law, you have provided sufficiently clear, meaningful and prominent notice to, and have the appropriate consent from, the applicable individuals regarding any collection, disclosure, use and security of their information (e.g., Event Data and other Audience Data) for the activities under these terms (e.g., online behavioral advertising or interest-based advertising). To the extent you are engaged in retargeting, online behavioral advertising or interest-based advertising and without limiting the foregoing, you also agree that (i) you have provided users the ability to opt-out of the collection or use of their data for such advertising (whether by following opt-out instructions on your websites and mobile applications or by accessing a direct link to an industry-standard opt-out website like www.networkadvertising.org/choices or www.aboutads.info/choices), (ii) you have provided enhanced notice of their ability to opt-out and of the use of their data for retargeting, online behavioral advertising or interest-based advertising, and (iii) you honor any such opt-outs. You are responsible for the accuracy and your use of Audience Data. You can learn more about how analytics methods provided by Datacenterplatform (e.g., Insight tags and pixels) in our Cookie Statement.
Except as expressly authorized by Datacenterplatform in writing (including in Campaign Manager), you agree not to transfer to Datacenterplatform or its affiliates any Personal Data (whether Audience Data or otherwise). Insofar as the Personal Data of individuals located in the EU/EEA is disclosed to, or otherwise processed by Datacenterplatform, you agree that you are a Data Controller (as defined by Applicable Law). Datacenterplatform and its affiliates process such Personal Data only on your behalf and subject to your instructions, including specifically to improve the Ad Services by (i) optimizing relevance algorithms and (ii) finding Datacenterplatform members probabilistically across devices With respect to the Personal Data of European Union residents, all parties agree to comply with the applicable standard contractual clauses Without limiting the foregoing, you will not transfer to Datacenterplatform or its affiliates any data that you know or reasonably should know is from or about children under the age of 13 or that includes Sensitive Data.
Datacenterplatform and its affiliates may use your Audience Data to provide you insights (which do not identify individual members) about the population associated with that dataset, the targeting or performance of your Ads or to optimize your campaigns. If you use Datacenterplatform Matched Audiences, Datacenterplatform and its affiliates will use your Audience Data to allow you to target your Ads. Datacenterplatform may use your Event Data, whether during or after the term of the Ads Agreement, to optimize the systems of Datacenterplatform and its affiliates and find Datacenterplatform members probabilistically, provided that Datacenterplatform and its affiliates will: (x) prior to optimizing Datacenterplatform’s systems, remove the direct association to personal identifiers from such Event Data to avoid identifying members or advertisers; (y) not allow other advertisers or third parties to target advertising on the basis of such Event Data; and (z) not create or enhance individual behavioral profiles based on Event Data. Except for the limited use cases of Event Data specified in this Agreement, Datacenterplatform does not use, sell or otherwise share with third parties any Event Data or other Audience Data. Audience Data (including Event Data) are subject to Datacenterplatform’s Privacy Statement, including Datacenterplatform’s obligation to implement appropriate security safeguards designed to protect your information in accordance with industry standards.
Terms for Third Party Reporting:
At your choice, we may transfer your data to authorized third parties for analysis, reporting and attribution.
To the extent you participate in data analysis, reporting and attribution programs with authorized third parties, you grant Datacenterplatform the right to transfer your campaign and performance data to such third parties for purposes of providing campaign analytics, reporting, attribution other lawful purposes for which you have authorized such third parties, subject to the Ads Agreement.
